Global Crossing Ltd – ‘10-K’ for 12/31/00 – EX-4.7

On:  Monday, 4/2/01, at 10:32am ET   ·   For:  12/31/00   ·   Accession #:  950130-1-1603   ·   File #:  1-16201

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         94    548K 
 2: EX-4.5      Am No. 1 to Corporate Credit Facility                  3     17K 
 3: EX-4.7      Indenture Dated as of January 29, 2001               140    622K 
 4: EX-10.25    Registration Rights Agreement                         24    106K 
 5: EX-10.31    Supplemental Retirement Savings Plan                   8     31K 
 6: EX-10.43    Employment Agreement                                   7     35K 
 7: EX-10.44    Promissory Note                                        1      9K 
 8: EX-10.50    Promissory Note                                        1      8K 
 9: EX-12.1     Computation of Ratio of Earnings to Fixed Charges      2±     9K 
10: EX-21.1     Subsidiaries of Registrant                            10     27K 
11: EX-23.1     Consent of Arthur Andersen                             1      8K 

EX-4.7   —   Indenture Dated as of January 29, 2001
Exhibit Table of Contents

EX-4.7
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                                                                     Exhibit 4.7

________________________________________________________________________________

GLOBAL CROSSING HOLDINGS LTD.,  

as Company, 

THE GUARANTOR PARTY HERETO FROM TIME TO TIME, 

as Guarantor  

and 

UNITED STATES TRUST COMPANY OF NEW YORK,  

as Trustee  

___________________ 

INDENTURE 

Dated as of January 29, 2001  

Relating to 

$1,000,000,000 8.70% Senior Notes due 2007  

________________________________________________________________________________

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CROSS-REFERENCE TABLE*  

Trust Indenture Act Section                                  Indenture Section  
310(a)(1)                                                          7.10         
(a)(2)                                                             7.10         
(a)(3)                                                             N.A.         
(a)(4)                                                             N.A.         
(a)(5)                                                             7.10         
(b)                                                                7.10         
(c)                                                                N.A.         
311(a)                                                             7.11         
(b)                                                                7.11         
(i)(c)                                                             N.A.         
312(a)                                                             2.5          
(b)                                                                12.3         
(c)                                                                12.3         
313(a)                                                             7.6          
(b)(2)                                                             7.7          
(c)                                                                7.6; 12.2    
(d)                                                                7.6          
314(a)                                                             4.3; 12.2    
(c)(1)                                                             12.4         
(c)(2)                                                             12.4         
(c)(3)                                                             N.A.         
(e)                                                                12.5         
(f)                                                                N.A.         
315(a)                                                             7.1          
(b)                                                                7.5; 12.2    
(A)(c)                                                             7.1          
(d)                                                                7.1          
(e)                                                                6.11         
316(a)(last sentence)                                              2.9          
(a)(1)(A)                                                          6.5          
(a)(1)(B)                                                          6.4          
(a)(2)                                                             N.A.         
(b)                                                                6.7          
(c)                                                                2.12         
317(a)(1)                                                          6.8          
(a)(2)                                                             6.9          
(b)                                                                2.4          
318(a)                                                             12.1         
(b)                                                                N.A.         
(c)                                                                12.1         

N.A. means not applicable.                                                      

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

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ARTICLE 1.     DEFINITIONS AND INCORPORATION BY REFERENCE........................................................   1

         Section 1.1.   Definitions..............................................................................   1
         Section 1.2.   Other Definitions........................................................................  20
         Section 1.3.   Trust Indenture Act Definitions..........................................................  21
         Section 1.4.   Rules of Construction....................................................................  21

ARTICLE 2.     THE NOTES.........................................................................................  22

         Section 2.1.   Form and Dating..........................................................................  22
         Section 2.2.   Execution and Authentication.............................................................  23
         Section 2.3.   Registrar and Paying Agent...............................................................  24
         Section 2.4.   Paying Agent to Hold Money in Trust......................................................  24
         Section 2.5.   Holder Lists.............................................................................  25
         Section 2.6.   Transfer and Exchange....................................................................  25
         Section 2.7.   Replacement Notes........................................................................  38
         Section 2.8.   Outstanding Notes........................................................................  38
         Section 2.9.   Treasury Notes...........................................................................  39
         Section 2.10.  Temporary Notes..........................................................................  39
         Section 2.11.  Cancellation.............................................................................  39
         Section 2.12.  Defaulted Interest.......................................................................  39
         Section 2.13.  CUSIP Numbers............................................................................  40

ARTICLE 3.     REDEMPTION AND PREPAYMENT.........................................................................  40

         Section 3.1.   Notices to Trustee.......................................................................  40
         Section 3.2.   Selection of Notes to Be Redeemed........................................................  40
         Section 3.3.   Notice of Redemption.....................................................................  41
         Section 3.4.   Effect of Notice of Redemption...........................................................  41
         Section 3.5.   Deposit of Redemption Price..............................................................  42
         Section 3.6.   Notes Redeemed in Part...................................................................  42
         Section 3.7.   Optional Redemption......................................................................  42
         Section 3.8.   Optional Tax Redemption..................................................................  42
         Section 3.9.   Payment of Additional Amounts............................................................  43
         Section 3.10.  Mandatory Redemption.....................................................................  45
         Section 3.11.  Offer to Purchase by Application of Excess Proceeds......................................  45

ARTICLE 4.     COVENANTS.........................................................................................  47

         Section 4.1.   Payment of Notes.........................................................................  47
         Section 4.2.   Maintenance of Office or Agency..........................................................  47
         Section 4.3.   Reports..................................................................................  48
         Section 4.4.   Compliance Certificate...................................................................  48

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         Section 4.5.    Taxes...................................................................................  49 
         Section 4.6.    Stay, Extension and Usury Laws..........................................................  49 
         Section 4.7.    Restricted Payments.....................................................................  49 
         Section 4.8.    Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...............  52 
         Section 4.9.    Incurrence of Indebtedness and Issuance of Preferred Stock..............................  53 
         Section 4.10.   Asset Sales.............................................................................  55 
         Section 4.11.   Transactions with Affiliates............................................................  56 
         Section 4.12.   Liens...................................................................................  58 
         Section 4.13.   Sale and Leaseback  Transactions........................................................  58 
         Section 4.14.   Corporate Existence.....................................................................  58 
         Section 4.15.   Offer to Repurchase Upon Change of Control..............................................  58 
         Section 4.16.   Business Activities.....................................................................  59 
         Section 4.17.   [Reserved]..............................................................................  60 
         Section 4.18.   [Reserved]..............................................................................  60 
         Section 4.19.   Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiarie..........  60 
         Section 4.20.   Payments For Consent....................................................................  60 
         Section 4.21.   Money for Payments to Be Held In Trust..................................................  60 
         Section 4.22.   Future Guarantees.......................................................................  62 

ARTICLE 5.     SUCCESSORS........................................................................................  62 

         Section 5.1.    Merger, Consolidation, or Sale of Assets................................................  62 
         Section 5.2.    Successor Corporation Substituted.......................................................  62 

ARTICLE 6.     DEFAULTS AND REMEDIES.............................................................................  63 

         Section 6.1.    Events of Default.......................................................................  63 
         Section 6.2.    Acceleration............................................................................  64 
         Section 6.3.    Other Remedies..........................................................................  65 
         Section 6.4.    Waiver of Past Defaults.................................................................  65 
         Section 6.5.    Control by Majority.....................................................................  65 
         Section 6.6.    Limitation on Suits.....................................................................  65 
         Section 6.7.    Rights of Holders of Notes to Receive Payment...........................................  66 
         Section 6.8.    Collection Suit by Trustee..............................................................  66 
         Section 6.9.    Trustee May File Proofs of Claim........................................................  66 
         Section 6.10.   Prioritie...............................................................................  67 
         Section 6.11.   Undertaking for Costs...................................................................  67 

ARTICLE 7.     TRUSTEE...........................................................................................  67 

         Section 7.1.    Duties of Trustee.......................................................................  67 
         Section 7.2.    Rights of Trustee.......................................................................  68 
         Section 7.3.    Individual Rights of Trustee............................................................  69 
         Section 7.4.    Trustee's Disclaimer....................................................................  69 

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         Section 7.5.    Notice of Defaults.......................................................................  70
         Section 7.6.    Reports by Trustee to Holders of the Notes...............................................  70
         Section 7.7.    Compensation and Indemnity...............................................................  70
         Section 7.8.    Replacement of Trustee...................................................................  71
         Section 7.9.    Successor Trustee by Merger, etc.........................................................  72
         Section 7.10.   Eligibility; Disqualification............................................................  72
         Section 7.11.   Preferential Collection of Claims Against Company........................................  72

ARTICLE 8.     LEGAL DEFEASANCE AND COVENANT DEFEASANCE...........................................................  73

         Section 8.1.    Option to Effect Legal Defeasance or Covenant Defeasance.................................  73
         Section 8.2.    Legal Defeasance and Discharge...........................................................  73
         Section 8.3.    Covenant Defeasance......................................................................  73
         Section 8.4.    Conditions to Legal or Covenant Defeasance...............................................  74
         Section 8.5.    Deposited Money and Government Securities to be Held in Trust; Other  Miscellaneous          
                              Provisions..........................................................................  75
         Section 8.6.    Repayment to Company.....................................................................  76
         Section 8.7.    Reinstatement............................................................................  76
         Section 8.8.    Survival.................................................................................  76

ARTICLE 9.     AMENDMENT, SUPPLEMENT AND WAIVER...................................................................  76

         Section 9.1.    Without Consent of Holders of Notes......................................................  76
         Section 9.2.    With Consent of Holders of Notes.........................................................  77
         Section 9.3.    Compliance with Trust Indenture Act......................................................  79
         Section 9.4.    Revocation and Effect of Consents........................................................  79
         Section 9.5.    Notation on or Exchange of Notes.........................................................  79
         Section 9.6.    Trustee to Sign Amendments, etc..........................................................  79

ARTICLE 10.    GUARANTEES.........................................................................................  80

         Section 10.1.   Guarantee................................................................................  80
         Section 10.2.   Limitation on Guarantor Liability........................................................  81
         Section 10.3.   Execution and Delivery of Guarantee......................................................  81
         Section 10.4.   Guarantors May Consolidate, etc., on Certain Terms.......................................  82
         Section 10.5.   Releases Following Sale of Assets........................................................  82

ARTICLE 11.    SATISFACTION AND DISCHARGE.........................................................................  83

         Section 11.1.   Satisfaction and Discharge of Indenture..................................................  83
         Section 11.2.   Application of Trust Money...............................................................  84

ARTICLE 12.    MISCELLANEOUS......................................................................................  84

         Section 12.1.   Trust Indenture Act Controls.............................................................  84
         Section 12.2.   Notices..................................................................................  84

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Section 12.3.  Communication by Holders of Notes with Other Holders of Notes..........................  85
Section 12.4.  Certificate and Opinion as to Conditions Precedent.....................................  86
Section 12.5.  Statements Required in Certificate or Opinion..........................................  86
Section 12.6.  Rules by Trustee and Agents............................................................  86
Section 12.7.  No Personal Liability of Directors, Officers, Employees and Shareholders...............  86
Section 12.8.  Governing Law..........................................................................  87
Section 12.9.  Currency Indemnity.....................................................................  87
Section 12.10. Consent to Jurisdiction and Service....................................................  87
Section 12.11. No Adverse Interpretation of Other Agreements..........................................  88
Section 12.12. Successors.............................................................................  88
Section 12.13. Severability...........................................................................  88
Section 12.14. Counterpart Originals..................................................................  89
Section 12.15. Table of Contents, Headings, etc.......................................................  89

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       INDENTURE dated as of January 29, 2001 by and among Global Crossing
Holdings Ltd., a Bermuda company (the "Company"), the Guarantor (as herein      
defined) and United States Trust Company of New York, as trustee (the           
"Trustee").                                                                     

       The Company, the Guarantor and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of   
the 8.70% Series A Senior Notes due 2007 (the "Series A Notes") and the Holders 
of the 8.70% Series B Senior Notes due 2007 (the "Series B Notes", and together,
with the Series A Notes, the "Notes"):                                          

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE  

Section 1.1.   Definitions                                                      

        "144A Global Note" means a global note in the form of Exhibit A-1 or
                                                           -----------
A-2 hereto bearing the Global Note Legend and the Private Placement Legend and  
---                                                                             
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding      
principal amount of the Notes sold in reliance on Rule 144A.                    

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

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

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

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

         "Applicable Premium" means with respect to any Note on any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note or (ii) the  
excess of (A) the present value at such Redemption Date of (1) 100.000% of the  
principal amount of such Note plus (2) all required interest payments due on    
such Note through August 1, 2007 (excluding accrued but                         

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unpaid interest), computed using a discount rate equal to the relevant Treasury 
Rate plus 50 basis points over (B) the principal amount of such Note, if        
greater.                                                                        

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

         "Asset Sale" means (i) the sale, lease, transfer, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a 
sale and leaseback) other than sales of inventory in the ordinary course of     
business and other than any sale, lease, transfer, conveyance or other          
disposition of capacity on any cable system owned, controlled or operated by the
Company or any Restricted Subsidiary or of telecommunications capacity or       
transmission rights acquired by the Company or any Restricted Subsidiary for use
in a Permitted Business (provided that the sale, lease, transfer, conveyance or 
other disposition of all or substantially all of the assets of the Company and  
its Restricted Subsidiaries taken as a whole will be governed by the provisions 
of Sections 4.15 and/or the provisions of Section 5.1 hereof and not by the     
provisions of Section 4.10 hereof), and (ii) the issue or sale by the Company or
any of its Restricted Subsidiaries of Equity Interests of its Subsidiaries, in  
the case of either clause (i) or (ii), whether in a single transaction or a     
series of related transactions (a) that have a fair market value in excess of   
$25.0 million or (b) for net proceeds in excess of $25.0 million.               
Notwithstanding the foregoing, the following items shall not be deemed to be    
Asset Sales: (i) a transfer of assets by the Company to a Restricted Subsidiary 
or by a Restricted Subsidiary to the Company or to another Restricted           
Subsidiary, (ii) an issuance of Equity Interests by a Restricted Subsidiary to  
the Company or to another Restricted Subsidiary, (iii) a Restricted Payment that
is permitted by Section 4.7 hereof, (iv) a transfer of assets by the Company or 
a Restricted Subsidiary in connection with a Qualified Receivables Transaction, 
and (v) a disposition of obsolete or worn out equipment or equipment that is no 
longer useful in the conduct of a Permitted Business and that is disposed of in 
the ordinary course of business.                                                

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

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

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

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

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

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

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

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

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

         "Change of Control" means the occurrence of any of the following: (i)
any "person" (as such term is used in Section 13(d)(3) of the Exchange Act),    
other than a Permitted Holder, is or becomes the beneficial owner, directly or  
indirectly, of 35% or more of the Voting Stock (measured by voting power rather 
than number of shares) of the Company or GCL, and the Permitted Holders own, in 
the aggregate, a lesser percentage of the total Voting Stock (measured by voting
power rather than by number of shares) of the Company or GCL than such person   
and do not have the right or ability by voting power, contract or otherwise to  
elect or designate for election a majority of the board of directors of the     
Company or GCL (for the purposes of this clause, such other person shall be     
deemed to "beneficially own" any Voting Stock of a specified corporation held by
a parent corporation if such other person beneficially owns, directly or        
indirectly, more than 35% of the Voting Stock (measured by voting power rather  
than by number of shares) of such parent corporation and the Permitted Holders  
beneficially own, directly or indirectly, in the aggregate a lesser percentage  
of Voting Stock (measured by voting power rather than by number of shares) of   
such parent corporation and do not have the right or ability by voting power,   
contract or otherwise to elect or designate for election a majority of the board
of directors of such parent corporation), (ii) during any period of two         
consecutive years, Continuing Directors cease for any reason to constitute a    
majority of the Board of Directors of the Company                               

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or GCL, (iii) the Company or GCL consolidates or merges with or into any other  
Person, other than a consolidation or merger (a) of the Company into GCL or GCL 
into the Company, or the Company or GCL into a Restricted Subsidiary of the     
Company or (b) pursuant to a transaction in which the outstanding Voting Stock  
of the Company or GCL is changed into or exchanged for cash, securities or other
property with the effect that the beneficial owners of the outstanding Voting   
Stock of the Company or GCL, respectively, immediately prior to such            
transaction, beneficially own, directly or indirectly, more than 35% of the     
Voting Stock (measured by voting power rather than number of shares) of the     
surviving corporation immediately following such transaction or (iv) the sale,  
transfer, conveyance or other disposition (other than by way of merger or       
consolidation), in one or a series of related transactions, of all or           
substantially all of the assets of GCL or the Company and its Restricted        
Subsidiaries taken as a whole to any person other than a Restricted Subsidiary  
of the Company or a Permitted Holder or a person more than 50% of the Voting    
Stock (measured by voting power rather than by number of shares) of which is    
owned, directly or indirectly, following such transaction or transactions by the
Permitted Holders; provided, however, that sales, transfers, conveyances or     
other dispositions in the ordinary course of business of capacity on cable      
systems owned, controlled or operated by the Company or any Restricted          
Subsidiary or of telecommunications capacity or transmission rights acquired by 
the Company or any Restricted Subsidiary for use in its business, including,    
without limitation, for sale, lease, transfer, conveyance or other disposition  
to any customer of the Company or any Restricted Subsidiary shall not be deemed 
a disposition of assets for purposes of this clause (iv). The definition of a   
Change of Control includes a phrase relating to the sale, lease, transfer,      
conveyance or other disposition of "all or substantially all" of the assets of  
GCL or the Company and its Restricted Subsidiaries taken as a whole, as such    
phrase is used in the Revised Model Business Corporation Act. Although there is 
a developing body of case law interpreting the phrase "substantially all," there
is no precise established definition of such phrase under applicable law.       
Accordingly, the ability of a Holder of Notes to require the Company to purchase
such Notes as a result of a sale, lease, transfer, conveyance or other          
disposition of less than all of the assets of GCL or the Company and its        
Restricted Subsidiaries taken as a whole to another Person or group may be      
uncertain.                                                                      

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

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

       "Consolidated Cash Flow" means, with respect to the Company for any
period, the Consolidated Net Income of the Company and its Restricted           
Subsidiaries for such period                                                    

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plus, to the extent that any of the following items were deducted or added      
(without duplication) in computing such Consolidated Net Income, (i) an amount  
equal to any extraordinary loss (less any gain) plus any net loss (less any     
gain) realized in connection with any Asset Sale, plus (ii) provision for taxes 
based on income or profits of the Company and its Restricted Subsidiaries for   
such period, plus (iii) Consolidated Interest Expense of the Company and its    
Restricted Subsidiaries for such period, whether paid or accrued and whether or 
not capitalized, plus (iv) depreciation, amortization (including amortization of
goodwill and other intangibles and the amount of capacity available for sale    
charged to cost of sales), but excluding amortization of prepaid cash expenses  
that were paid in a prior period) and other non-cash expenses (excluding any    
such non-cash expense to the extent that it represents an accrual of or reserve 
for cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of the Company and its Restricted Subsidiaries 
for such period, minus (v) non-cash items increasing such Consolidated Net      
Income for such period (other than items that were accrued in the ordinary      
course of business), plus (vi) any change in Deferred Revenue, in each case, on 
a consolidated basis and determined in accordance with GAAP. Notwithstanding the
foregoing, the provision for taxes on the income or profits of, and the         
depreciation and amortization and other non-cash expenses of, a Restricted      
Subsidiary of the Company shall be added to Consolidated Net Income to compute  
Consolidated Cash Flow of the Company only to the extent that a corresponding   
amount would be permitted at the date of determination to be dividended to the  
Company by such Restricted Subsidiary without prior governmental approval (that 
has not been obtained), and without direct or indirect restriction pursuant to  
the terms of its charter and all agreements (excluding agreements evidencing    
Indebtedness incurred in accordance with clause (k) of Section 4.9 hereof, to   
which this provision shall not apply), instruments, judgments, decrees, orders, 
statutes, rules and governmental regulations applicable to that Restricted      
Subsidiary or its shareholders.                                                 

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

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

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        "Consolidated Net Income" means, with respect to the Company for any
period, the aggregate of the net income of the Company and its Restricted       
Subsidiaries for such period, on a consolidated basis, determined in accordance 
with GAAP, plus, to the extent that any of the following items were deducted in 
computing such Consolidated Net Income, (a) non-recurring, non-cash charges     
(other than charges arising from write-downs of assets) and (b) non-cash        
compensation charges arising from stock options or other similar employee       
benefit or compensation plans; provided that (i) the net income (but not loss)  
of any Restricted Subsidiary that is accounted for by the equity method of      
accounting shall be included only to the extent of the amount of dividends or   
distributions paid in cash to the Company or a Wholly Owned Restricted          
Subsidiary thereof by such Restricted Subsidiary, (ii) the net income (or loss) 
of any Person that is not a Restricted Subsidiary shall be included only to the 
extent of the amount of dividends or other distributions actually paid to the   
Company or a Restricted Subsidiary by such Person during such period, (iii) for 
purposes of clause (c) of Section 4.7 hereof, the net income of any Restricted  
Subsidiary shall be excluded to the extent that the declaration or payment of   
dividends or similar distributions by that Restricted Subsidiary of that net    
income is not at the date of determination permitted without any prior          
governmental approval (that has not been obtained) or, directly or indirectly,  
by operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or governmental regulation applicable to that      
Restricted Subsidiary or its shareholders, except that the Company's equity in  
the net income of any such Restricted Subsidiary for such period shall be       
included in such Consolidated Net Income up to the aggregate amount of cash that
could have been distributed by such Restricted Subsidiary during such period to 
the Company or another Restricted Subsidiary as a dividend, (iv) the net income 
of any Person acquired in a pooling of interests transaction for any period     
prior to the date of such acquisition shall be excluded, (v) the equity of the  
Company or any Restricted Subsidiary in the net income of any Unrestricted      
Subsidiary shall be included in such Consolidated Net Income up to the aggregate
amount of cash actually distributed by such Unrestricted Subsidiary during such 
period to the Company or a Restricted Subsidiary as a dividend or other         
distribution (but not in excess of the amount of the net income of such         
Unrestricted Subsidiary for such period) and (vi) the cumulative effect of a    
change in accounting principles shall be excluded.                              

         "Consolidated Net Worth" means, with respect to the Company as of any
date, the sum of (i) the consolidated equity of the common shareholders of the  
Company and, without duplication, its consolidated Restricted Subsidiaries as of
such date plus (ii) the respective amounts reported on the Company's balance    
sheet as of such date with respect to any series of preferred stock (other than 
Disqualified Stock) that by its terms is not entitled to the payment of         
dividends unless such dividends may be declared and paid only out of net        
earnings in respect of the year of such declaration and payment, but only to the
extent of any cash received by the Company upon issuance of such preferred      
stock, less (x) all write-ups (other than write-ups resulting from foreign      
currency translations and write-ups of tangible assets of a going concern       
business made within 12 months after the acquisition of such business and other 
than write-ups attributable to the warrants issued pursuant to the Warrant      
Agreement, dated as of January 21, 1998, as amended) subsequent to the date of  
the Indenture in the book value of any asset owned by the Company or a          
consolidated Restricted Subsidiary of the Company, (y) all investments as of    
such date in unconsolidated Restricted Subsidiaries and in Persons that are not 
Restricted Subsidiaries (except, in each case, Permitted Investments), and (z)  
all unamortized debt discount                                                   

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and expense and unamortized deferred charges as of such date, all of the        
foregoing determined in accordance with GAAP.                                   

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

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

          "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 12.2 hereof or such other address as to which the  
Trustee may give notice to the Company.                                         

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

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

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

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

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.6 hereof, in the form
of Exhibit A-1 or A-3                                                           
-----------    ---                                                        

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hereto except that such Note shall not bear the Global Note Legend and shall not
have the "Schedule of Exchanges of Interests in the Global Note" attached       
thereto.                                                                        

       "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.3 hereof as  
the Depositary with respect to the Notes, and any and all successors thereto    
appointed as depositary hereunder and having become such pursuant to the        
applicable provision of this Indenture.                                         

          "Disqualified Stock" means any Capital Stock (other than the Company's
10 1/2% Senior Exchangeable Preferred Stock due 2008) that, by its terms (or by 
the terms of any security into which it is convertible, or for which it is      
exchangeable, in each case at the option of the holder thereof), or upon the    
happening of any event, matures or is mandatorily redeemable, pursuant to a     
sinking fund obligation or otherwise, or redeemable at the option of the Holder 
thereof, in whole or in part, on or prior to the date that is 91 days after the 
date on which the Notes mature; provided, however, that any Capital Stock which 
would not constitute Disqualified Stock but for provisions thereof giving       
holders thereof the right to require the Company to repurchase or redeem such   
Capital Stock upon the occurrence of a Change of Control or an Asset Sale       
occurring prior to the final Stated Maturity of the Notes shall not constitute  
Disqualified Stock if the change of control and asset sale provisions applicable
to such Capital Stock are no more favorable to the holders of such Capital Stock
than the provisions applicable to the Notes contained in Sections 4.15 and 4.10 
hereof, respectively, and such Capital Stock specifically provides that the     
Company will not repurchase or redeem any such stock pursuant to such provisions
prior to the Company's repurchase of such Notes as are required to be           
repurchased pursuant to Sections 4.15 and 4.10 hereof, respectively.            

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

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

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

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

          "Exchange Notes" means the Series B Notes issued in the Exchange Offer
pursuant to Section 2.6(f) hereof.                                              

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

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

     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in 
existence on the date                                                           

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hereof, until such amounts are repaid; provided, that "Existing Indebtedness"   
shall be deemed to include the senior subordinated notes that may be issued, at 
the option of the Company, in exchange for its existing 10 1/2% Senior          
Exchangeable Preferred Stock due 2008.                                          

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

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

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

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

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

          "Global Note Legend" means the legend set forth in Section 2.6(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture. 

    "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of       
Exhibit A-1 or A-2 hereto issued in accordance with Section 2.1, 2.6(b)(iv),    
-----------    ---                                                              
2.6(d)(ii) or 2.6(f) hereof.                                                    

"Government Securities" means securities that are (a) direct
obligations (or certificates representing an ownership interest in such         
obligations) of the United States of America (including any agency or           
instrumentally thereof) of the payment of which the full faith and credit of the
United States of America is pledged, (b) obligations of a Person controlled or  
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and  
credit obligation by the United States of America or (c) obligations of a Person
the payment of which is unconditionally                                         

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guaranteed as a full faith and credit obligation by the United States of        
America, which, in each case, are not callable or redeemable at the issuer's    
option.                                                                         

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

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

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

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

         "Indebtedness" means, with respect to any Person, any indebtedness of
such Person, whether or not contingent, in respect of borrowed money or         
evidenced by bonds, notes, debentures or similar instruments or letters of      
credit (or reimbursement agreements in respect thereof) or bankers' acceptances 
or representing Capital Lease Obligations or the balance deferred and unpaid of 
the purchase price of any property or representing any Hedging Obligations,     
except any such balance that constitutes an accrued expense or trade payable, if
and to the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person    
prepared in accordance with GAAP, as well as all Indebtedness of others secured 
by a Lien on any asset of such Person (whether or not such Indebtedness is      
assumed by such Person) and, to the extent not otherwise included, the guarantee
by such Person of any indebtedness of any other Person. The amount of any       
Indebtedness outstanding as of any date shall be (i) the accreted value thereof,
in the case of any Indebtedness issued with original issue discount, and (ii)   
the principal amount thereof, together with any interest thereon that is more   
than 30 days past due, in the case of any other Indebtedness.                   

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

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

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

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

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       "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the forms of direct or   
indirect loans (including guarantees of Indebtedness or other obligations),     
advances or capital contributions (excluding commission, travel and similar     
advances to directors, officers and employees made in the ordinary course of    
business), purchases or other acquisitions for consideration of Indebtedness,   
Equity Interests or other securities, together with all items that are or would 
be classified as investments on a balance sheet prepared in accordance with     
GAAP. If the Company or any of its Restricted Subsidiaries sells or otherwise   
disposes of any Equity Interests of any direct or indirect Subsidiary such that,
after giving effect to any such sale or disposition, such Person is no longer a 
Subsidiary of the Company or such Restricted Subsidiary, the Company shall be   
deemed to have made an Investment on the date of any such sale or disposition   
equal to the fair market value of the Equity Interests of such Subsidiary not   
sold or disposed of in an amount determined as provided in the final paragraph  
of Section 4.7 hereof.                                                          

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

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

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

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

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

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

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(b) the disposition of any securities by such Person or any of its Restricted   
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of 
its Restricted Subsidiaries and (ii) any extraordinary gain or loss, together   
with any related provision for taxes on such extraordinary gain or loss.        

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

      "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Company nor any Restricted Subsidiary (a) provides any guarantee or credit      
support of any kind (including any undertaking, guarantee, indemnity, agreement 
or instrument that would constitute Indebtedness) or (b) is directly or         
indirectly liable (as a guarantor or otherwise) and (ii) no default with respect
to which (including any rights that the holders thereof may have to take        
enforcement action against an Unrestricted Subsidiary) would permit (upon       
notice, lapse of time or both) any holder of any other Indebtedness of the      
Company or any Restricted Subsidiary to declare a default under such other      
Indebtedness or cause the payment thereof to be accelerated or payable prior to 
its Stated Maturity.                                                            

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

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

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

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

          "Offering Memorandum" means the Offering Memorandum, dated January 23,
2001, pursuant to which the Series A Notes were offered and sold.               

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

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

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

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

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

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

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

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

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

        "Permitted Liens" means (i) Liens to secure Indebtedness (other than
Pari Passu Debt Securities or Subordinated Indebtedness) permitted to be        
incurred under this Indenture; (ii) Liens in favor of the Company or any        
Restricted Subsidiary; (iii) Liens on property of a Person existing at the time 
such Person is merged with or into or consolidated with the Company or any      

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of its Restricted Subsidiaries; provided that such Liens were in existence prior
to the contemplation of such merger or consolidation and do not extend to any   
assets other than those of the Person merged into or consolidated with the      
Company or such Restricted Subsidiary; (iv) Liens on property existing at the   
time of acquisition thereof by the Company or any of its Restricted             
Subsidiaries, provided that such Liens were in existence prior to the           
contemplation of such acquisition; (v) Liens to secure the performance of       
statutory obligations, surety or appeal bonds, performance bonds or other       
obligations of a like nature incurred in the ordinary course of business; (vi)  
Liens existing on the date of the Indenture; (vii) Liens for taxes, assessments 
or governmental charges or claims that are not yet delinquent or that are being 
contested in good faith by appropriate proceedings promptly instituted and      
diligently concluded, provided that any reserve or other appropriate provision  
as shall be required in conformity with GAAP shall have been made therefor;     
(viii) Liens incurred in the ordinary course of business of the Company or any  
of its Restricted Subsidiaries with respect to obligations that do not exceed   
$5.0 million at any one time outstanding and that (a) are not incurred in       
connection with the borrowing of money or the obtaining of advances or credit   
(other than trade credit in the ordinary course of business) and (b) do not in  
the aggregate materially detract from the value of the property or materially   
impair the use thereof in the operation of business by the Company or such      
Restricted Subsidiary; (ix) Liens with respect to assets of a Restricted        
Subsidiary granted by such Restricted Subsidiary to the Company or a Restricted 
Subsidiary to secure Indebtedness owing to the Company or such Restricted       
Subsidiary; (x) Liens, pledges and deposits made in the ordinary course of      
business in connection with workers' compensation, unemployment insurance and   
other types of statutory obligations; (xi) Liens, pledges or deposits made to   
secure the performance of tenders, bids, leases, public or statutory            
obligations, sureties, stays appeals, indemnities, performance or other similar 
bonds and other obligations of like nature incurred in the ordinary course of   
business (exclusive of obligations for the payment of borrowed money); (xii)    
zoning restrictions, servitudes, easements, rights-of-way, restrictions and     
other similar charges or encumbrances incurred in the ordinary course of        
business which, in the aggregate, do not materially detract from the value of   
the property subject thereto or materially interfere with the ordinary conduct  
of the business of the Company or its Restricted Subsidiaries; (xiii) Liens     
arising out of judgments or awards against or other court proceedings concerning
the Company or any Restricted Subsidiary with respect to which the Company or   
such Restricted Subsidiary is prosecuting an appeal or proceeding for review and
the Company or such Restricted Subsidiary is maintaining adequate reserves in   
accordance with generally accepted accounting principles; and (xiv) any interest
or title of a lessor in the property subject to any lease other than a capital  
lease.                                                                          

      "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or     
refund other Indebtedness of the Company or any of its Restricted Subsidiaries  
(other than intercompany Indebtedness); provided that: (i) the principal amount 
(or accreted value, if applicable) of such Permitted Refinancing Indebtedness   
does not exceed the principal amount of (or accreted value, if applicable), plus
accrued interest on, the Indebtedness so extended, refinanced, renewed,         
replaced, defeased or refunded (plus the amount of reasonable expenses incurred 
in connection therewith); (ii) such Permitted Refinancing Indebtedness has a    
final maturity date later than the final maturity date of, and has a Weighted   
Average Life to Maturity equal to or greater than the Weighted Average Life to  

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Maturity of, the Indebtedness being extended, refinanced, renewed, replaced,    
defeased or refunded; (iii) if the Indebtedness being extended, refinanced,     
renewed, replaced, defeased or refunded is subordinated in right of payment to  
the Notes, such Permitted Refinancing Indebtedness has a final maturity date    
later than the final maturity date of, and is expressly subordinated in right of
payment to, the Notes on terms at least as favorable to the Holders of the Notes
as those contained in the documentation governing the Indebtedness being        
extended, refinanced, renewed, replaced, defeased or refunded; and (iv) such    
Indebtedness is incurred either by the Company or the Restricted Subsidiary who 
is the obligor on the Indebtedness being extended, refinanced, renewed,         
replaced, defeased or refunded.                                                 

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

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

        "Preferred Stock," of any person, means Capital Stock of such Person
of any class or series (however designated) that ranks prior, as to payment of  
dividends or as to the distribution of assets upon any voluntary or involuntary 
liquidation, dissolution or winding up of such Person, to shares of Capital     
Stock of any other class or series of such Person.                              

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

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

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

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

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

       "Related Taxes" means any taxes, charges or assessments, including,
but not limited to, sales, use, transfer, rental, ad valorem, value-added,      
stamp, property, consumption, franchise, license, capital, net worth, gross     
receipts, excise, occupancy, intangibles or similar taxes, charges or           
assessments (other than taxes measured by income and withholding imposed on     
payments made by GCL required to be paid by GCL by virtue of its being          
incorporated or having Capital Stock outstanding (but not by virtue of owning   
stock or other equity interests of any corporation or other entity other than   
the Company or any of its Subsidiaries), or being a holding company parent of   
the Company or receiving dividends from or other distributions in respect of the
Capital Stock of the Company, or having guaranteed any obligations of the       
Company of any Subsidiary thereof, or having made any payment in respect of any 
of the items for which the Company is permitted to make payments to GCL pursuant
to the covenant described under Section 4.7 hereof.                             

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

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

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

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

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

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

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

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

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

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

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

   "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary and, with respect to     
Pacific Crossing Ltd. and all of its direct and indirect Subsidiaries (the "PC-1
Companies"), upon designation thereof by the Board of Directors as "Restricted  
Subsidiaries," whether or not the PC-1 Companies meet the 50% test specified in 
the definition of "Subsidiary"; provided, however, that GCL shall be a          
Restricted Subsidiary of the Company and provided further, however, that the    
Company at its election may also designate any other Subsidiary of GCL as a     
Restricted Subsidiary hereunder.  Without limiting the foregoing for the        
convenience of the parties, Schedule 1 hereto sets forth all Restricted         
----------              
Subsidiaries and Unrestricted Subsidiaries as of the date hereof.               

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

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

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

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

"SEC" means the Securities and Exchange Commission.         

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

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

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

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

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

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

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

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

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

"Treasury Rate" means with respect to the calculation of the
Applicable Premium for any Note as of any Redemption Date, the yield to maturity
as of such Redemption Date of United States Treasury securities with a constant 
maturity (as compiled and published in the most recent Federal Reserve          
Statistical Release H.15 (519) that has become publicly available at least two  
Business Days prior to the Redemption Date (or, if such Statistical Release is  
no longer published, any publicly available source of similar market data)) most
nearly equal to the period from the Redemption Date to August 1, 2007; provided,
however, that if the period from the                                            

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Redemption Date to August 1, 2007 is less than one year, the weekly average     
yield on actually traded United States Treasury securities adjusted to a        
constant maturity of one year shall be used.                                    

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

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

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

          "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that
is designated by the Board of Directors as an Unrestricted Subsidiary pursuant  
to a Board Resolution; but only to the extent that such Subsidiary: (a) has no  
Indebtedness other than Non-Recourse Debt; (b) is a Person with respect to which
neither the Company nor any of its Restricted Subsidiaries has any direct or    
indirect obligation to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of operating results; and  
(c) has not guaranteed or otherwise directly or indirectly provided credit      
support for any Indebtedness of the Company or any of its Restricted            
Subsidiaries. Any such designation by the Board of Directors shall be evidenced 
by filing with the Trustee a certified copy of the Board Resolution giving      
effect to such designation and an Officers' Certificate certifying that such    
designation complied with the foregoing conditions and was permitted under      
Section 4.7 hereof. If, at any time, any Unrestricted Subsidiary would fail to  
meet the foregoing requirements as an Unrestricted Subsidiary, it shall         
thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture 
and any Indebtedness of such Subsidiary shall be deemed to be incurred by a     
Restricted Subsidiary of the Company as of such date (and, if such Indebtedness 
is not permitted to be incurred as of such date under Section 4.9 hereof, the   
Company shall be in default of such covenant). The Board of Directors of the    
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence  
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding    
Indebtedness of such Unrestricted Subsidiary and such designation shall only be 
permitted if (i) such Indebtedness is permitted under Section 4.9 hereof,       
calculated on a pro forma basis as if such designation had occurred at the      
beginning of the four-quarter reference period, and (ii) no Default or Event of 
Default would be in existence following such designation. As of the date hereof,
all of the PC-1 Subsidiaries are Unrestricted Subsidiaries.  Without limiting   
the foregoing for the convenience of the parties, Schedule 1 hereto sets forth  
                              ----------
all Unrestricted Subsidiaries and Restricted Subsidiaries as of date hereof.    

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

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

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

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

Section 1.2.   Other Definitions.                                               

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

"Additional Amounts"                       3.9              

"Affiliate Transaction"                   4.11              

"Asset Sale Offer"                        4.10              

"Authentication Order"                     2.2              

"Change in Tax Law"                        3.8              

"Change of Control Offer"                 4.15              

"Change of Control Payment"               4.15              

"Change of Control Payment Date"          4.15              

"Covenant Defeasance"                      8.3              

"Designation"                              4.7              

"Event of Default"                         6.1              

"Excess Proceeds"                         4.10              

"incur"                                    4.9              

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"Legal Defeasance"                         8.2              

"Offer Amount"                            3.11              

"Offer Period"                            3.11              

"Paying Agent"                             2.3              

"Permitted Indebtedness"                   4.9              

"Purchase Date"                           3.11              

"Redemption Date"                          3.7              

"Registrar"                                2.3              

"Restricted Payments"                      4.7              

"Revocation"                               4.7              

Section 1.3.   Trust Indenture Act Definitions                                  

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

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

"indenture securities" means the Notes;                     

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

"indenture to be qualified" means this Indenture;           

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

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

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

Section 1.4.   Rules of Construction                                            

Unless the context otherwise requires:                      

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

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          (2)  an accounting term not otherwise defined has the meaning assigned
to it in accordance with GAAP;                                                  

(3)  "or" is not exclusive;                                 

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

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

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

ARTICLE 2.   THE NOTES  

Section 2.1.   Form and Dating                                                  

(a)  General.                                               

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

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

(b)  Global Notes.                                          

     Notes issued in global form shall be substantially in the form of
Exhibits A-1 or A-2 attached hereto (including the Global Note Legend thereon   
------------    ---                                                             
and the "Schedule of Exchanges of Interests in the Global Note" attached        
thereto).  Notes issued in definitive form shall be substantially in the form of
Exhibit A-1 attached hereto (but without the Global Note Legend thereon and     
-----------                                                                     
without the "Schedule of Exchanges of Interests in the Global Note" attached    
thereto).  Each Global Note shall represent such of the outstanding Notes as    
shall be specified therein and each shall provide that it shall represent the   
aggregate principal amount of outstanding Notes from time to time endorsed      
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to       
reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect 
the amount of any increase or decrease in the aggregate principal amount of     
outstanding Notes represented thereby shall be made by the Trustee or the Note  
Custodian, at the direction of the                                              

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Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.6 hereof.                                                          

(c)  Temporary Global Notes.                                

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

(d)  Euroclear and CEDEL Procedures Applicable.             

        The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions of CEDEL" and "Customer Handbook" of CEDEL shall be applicable to    
transfers of beneficial interests in the Regulation S Temporary Global Note and 
the Regulation S Permanent Global Notes that are held by Participants through   
Euroclear or CEDEL.                                                             

Section 2.2.   Execution and Authentication                                     

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

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

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

        The Trustee shall, upon a written order of the Company signed by one
Officer (an "Authentication Order"), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes.  The         
aggregate principal amount of Notes outstanding at any time may not exceed such 
amount except as provided in Section 2.7 hereof.                                

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

Section 2.3.   Registrar and Paying Agent                                       

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

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

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

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

Section 2.4.   Paying Agent to Hold Money in Trust.                             

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of    
Holders or the Trustee all money held by the Paying Agent for the payment of    
principal, premium or Special Interest, if any, or interest on the Notes, and   
will notify the Trustee of any default by the Company in making any such        
payment.  While any such default continues, the Trustee may require a Paying    
Agent to pay all money held by it to the Trustee.  The Company at any time may  
require a Paying Agent to pay all money held by it to the Trustee.  Upon payment
over to the Trustee, the                                                        

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Paying Agent (if other than the Company or a Subsidiary) shall have no further  
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization     
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.                                                                      

Section 2.5.   Holder Lists                                                     

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

Section 2.6.   Transfer and Exchange.                                           

(a)  Transfer and Exchange of Global Notes.                 

 A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, the Depositary or any such  
nominee to a successor Depositary or a nominee of such successor Depositary.    
All Global Notes will be exchanged by the Company for Definitive Notes if (i)   
the Company delivers to the Trustee notice from the Depositary that it is       
unwilling or unable to continue to act as Depositary or that it is no longer a  
clearing agency registered under the Exchange Act and, in either case, a        
successor Depositary is not appointed by the Company within 120 days after the  
date of such notice from the Depositary or (ii) the Company in its sole         
discretion determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect to  
the Trustee; provided that in no event shall a Regulation S Temporary Global    
Note be exchanged by the Company for Definitive Notes prior to (x) the          
expiration of the Restricted Period and (y) the receipt by the Registrar of any 
certificates determined by the Company to be required pursuant to Rule          
903(c)(3)(ii)(B) under the Securities Act.  Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such 
names as the Depositary shall instruct the Trustee.  Global Notes also may be   
exchanged or replaced, in whole or in part, as provided in Sections 2.7 and 2.10
hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, 
a Global Note or any portion thereof, pursuant to this Section 2.6 or Section   
2.7 or 2.10 hereof, shall be authenticated and delivered in the form of, and    
shall be, a Global Note.  A Global Note may not be exchanged for another Note   
other than as provided in this Section 2.6(a), however, beneficial interests in 
a Global Note may be transferred and exchanged as provided in Section 2.6(b),   
(c) or (f) hereof.                                                              

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

         The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of  
this Indenture and the                                                          

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

  (i)  Transfer of Beneficial Interests in the Same Global Note.
  Beneficial interests in any Restricted Global Note may be transferred to
   Persons who take delivery thereof in the form of a beneficial interest in
the same Restricted Global Note in accordance with the transfer       
    restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, transfers of   
    beneficial interests in the Temporary Regulation S Global Notes may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an Initial Purchaser).  Beneficial interests in any Unrestricted 
    Global Note may be transferred to Persons who take delivery thereof in the
   form of a beneficial interest in an Unrestricted Global Note.  No written
   orders or instructions shall be required to be delivered to the Registrar
to effect the transfers described in this Section 2.6(b)(i).          

     (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes.  In connection with all transfers and exchanges of beneficial
   interests that are not subject to Section 2.6(b)(i) above, the transferor
     of such beneficial interest must deliver to the Depositary either (A) (1) a
  written order from a Participant or an Indirect Participant given to the
Depositary in accordance with the Applicable Procedures directing the 
Depositary to credit or cause to be credited a beneficial interest in 
 another Global Note in an amount equal to the beneficial interest to be
    transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in     
     accordance with the Applicable Procedures directing the Depositary to cause
to be issued a Definitive Note in an amount equal to the beneficial   
   interest to be transferred or exchanged and (2) instructions given by the
    Depositary to the Registrar containing information regarding the Person in
    whose name such Definitive Note shall be registered to effect the transfer
or exchange referred to in (1) above, provided that in no event shall 
Definitive Notes be issued upon the transfer or exchange of beneficial
interests in a Regulation S Temporary Global Note prior to (x) the    
     expiration of the Restricted Period and (y) the receipt by the Registrar of
    any certificates determined by the Company to be required pursuant to Rule
  903 under the Securities Act.  Upon consummation of an Exchange Offer by
   the Company in accordance with Section 2.6(f) hereof, the requirements of
     this Section 2.6(b)(ii) shall be deemed to have been satisfied upon receipt
     by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted
     Global Notes.  Upon satisfaction of all of the requirements for transfer or
exchange of beneficial interests in Global Notes contained in this    
   Indenture and the Notes or otherwise applicable under the Securities Act,
the Trustee shall adjust the principal amount of the relevant Global  
Note(s) pursuant to Section 2.6(h) hereof.                            

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       (iii) Transfer of Beneficial Interests to Another Restricted Global
Note.  A beneficial interest in any Restricted Global Note may be     
transferred to a Person who takes delivery thereof in the form of a   
beneficial interest in another Restricted Global Note if the transfer 
complies with the requirements of Section 2.6(b)(ii) above and the    
Registrar receives the following:                                     

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

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

       (iv)  Transfer and Exchange of Beneficial Interests in a Restricted
  Global Note for Beneficial Interests in the Unrestricted Global Note.  A
   beneficial interest in any Restricted Global Note may be exchanged by any
    holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a   
beneficial interest in an Unrestricted Global Note if the exchange or 
  transfer complies with the requirements of Section 2.6(b)(ii) above and:

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

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

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

(D) the Registrar receives the following:       

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

           (2)  if the holder of such beneficial interest in a
        Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a
beneficial interest in an Unrestricted Global               

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         Note, a certificate from such holder in the form of Exhibit B hereto,
                                                     ---------
including the certifications in item (4) thereof;           

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

        If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the   
Company shall issue and, upon receipt of an Authentication Order in accordance  
with Section 2.2 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal  
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)  
above.                                                                          

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

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

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

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

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

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

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

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

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

  the Trustee shall cause the aggregate principal amount of the applicable
  Global Note to be reduced accordingly pursuant to Section 2.6(h) hereof,
and the Company shall execute and the Trustee shall authenticate and  
   deliver to the Person designated in the instructions a Definitive Note in
   the appropriate principal amount.  Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.6(c) shall be registered in such name or names and in such  
   authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the   
    Depositary and the Participant or Indirect Participant.  The Trustee shall
   make available for delivery such Definitive Notes to the Persons in whose
     names such Notes are so registered.  Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.6(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.            

 (ii)  Notwithstanding Sections 2.6(c)(i)(A) and (C) hereof, a
beneficial interest in a Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes  
delivery thereof in the form of a Definitive Note prior to (x) the    
     expiration of the Restricted Period and (y) the receipt by the Registrar of
    any certificates determined by the Company to be required pursuant to Rule
     903(c)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the    
Securities Act other than Rule 903 or Rule 904.                       

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

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

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

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

(D)  the Registrar receives the following:        

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

           (2)  if the holder of such beneficial interest in a
        Restricted Global Note proposes to transfer such beneficial interest
to a Person who shall take delivery thereof in the form of a
      Definitive Note that does not bear the Private Placement Legend, a
 certificate from such holder in the form of Exhibit B hereto,
                                     ---------
including the certifications in item (4) thereof;           

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

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes.  If any holder of a beneficial interest in an       
    Unrestricted Global Note proposes to exchange such beneficial interest for
   a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon   
    satisfaction of the conditions set forth in Section 2.6(b)(ii) hereof, the
     Trustee shall cause the aggregate principal amount of the applicable Global
   Note to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
     Company shall execute and the Trustee shall authenticate and make available
     for delivery to the Person designated in the instructions a Definitive Note
in the appropriate principal amount.  Any Definitive Note issued in   
 exchange for a beneficial interest pursuant to this Section 2.6(c)(iii)
shall be registered in such name or names and in such authorized      
 denomination or denominations as the holder of such beneficial interest
   shall instruct the Registrar through instructions from the Depositary and
    the Participant or Indirect Participant.  The Trustee shall make available
     for delivery such Definitive Notes to the Persons in whose names such Notes
     are so registered.  Any Definitive Note issued in exchange for a beneficial
  interest pursuant to this Section 2.6(c)(iii) shall not bear the Private
Placement Legend.                                                     

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

          (i)  Restricted Definitive Notes to Beneficial Interests in Restricted
  Global Notes.  If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
thereof in the form of a beneficial interest in a                     

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Restricted Global Note, then, upon receipt by the Registrar of the    
following documentation:                                              

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

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

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

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

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

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

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

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

        (A)  such exchange or transfer is effected pursuant to the
       Exchange Offer in accordance with the Registration Rights Agreement
         and the Holder, in the case of an exchange, or the transferee, in the
         case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a Person            

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    participating in the distribution of the Exchange Notes or (3) a
       Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

(D) the Registrar receives the following:       

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

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

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

 Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.6(d)(ii), the Trustee shall cancel the Definitive Notes and 
 increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.                                             

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

If any such exchange or transfer from a Definitive Note to a
beneficial interest in a Global Note is effected pursuant to subparagraphs      
(ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has  
not yet been issued, the Company shall issue and, upon receipt of an            
Authentication Order in accordance with Section 2.2 hereof, the Trustee shall   
authenticate one or more Unrestricted Global Notes in an aggregate principal    
amount equal to the principal amount of Definitive Notes so transferred.        

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

  Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall      
register the transfer or exchange of Definitive Notes.  Prior to such           
registration of transfer or exchange, the requesting Holder shall present or    
surrender to the Registrar the Definitive Notes duly endorsed or accompanied by 
a written instruction of transfer in form satisfactory to the Registrar duly    
executed by such Holder or by his attorney, duly authorized in writing.  In     
addition, the requesting Holder shall provide any additional certifications,    
documents and information, as applicable, required pursuant to the following    
provisions of this Section 2.6(e).                                              

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

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

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

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

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

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

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

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

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(D)   the Registrar receives the following:                 

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

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

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

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

(f)   Exchange Offer.                                       

    Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Company shall issue and, upon receipt of an  
Authentication Order in accordance with Section 2.2 hereof, the Trustee shall   
authenticate (i) one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of the beneficial interests in the         
Restricted Global Notes tendered for acceptance by Persons that certify in the  
applicable Letters of Transmittal or via the Depositary's book-entry system that
(x) they are not broker-dealers, (y) they are not participating in a            
distribution of the Exchange Notes and (z) they are not affiliates (as defined  
in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and
(ii) Definitive Notes in an aggregate principal amount equal to the principal   
amount of the Restricted Definitive Notes accepted for exchange in the Exchange 
Offer.  Concurrently with the issuance of such Notes, the Trustee shall cause   
the aggregate principal amount of the applicable Restricted Global Notes to be  
reduced accordingly, and the Company shall execute and the Trustee shall        
authenticate and make available for delivery to the Persons designated by the   
Holders of Definitive Notes so accepted Definitive Notes in the appropriate     
principal amount.                                                               

(g)   Legends.                                              

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

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Private Placement Legend.                                   

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

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

               (B)  Notwithstanding the foregoing, any Global Note or Definitive
     Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
        (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.6 (and
        all Notes issued in exchange therefor or substitution thereof) shall
not bear the Private Placement Legend.                      

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

  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE 
   BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.7 OF THE INDENTURE, (II) THIS   

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   GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE
     TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV)
THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.                                 

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

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

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

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

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

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interest is being exchanged for or transferred to a Person who will take        
delivery thereof in the form of a beneficial interest in another Global Note,   
such other Global Note shall be increased accordingly and an endorsement shall  
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.                                        

 (i)   General Provisions Relating to Transfers and Exchanges.

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

     (ii)  No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any 
   registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental 
    charge payable in connection therewith (other than any such transfer taxes
   or similar governmental charge payable upon exchange or transfer pursuant
to Sections 2.10, 3.6, 3.11, 4.10, 4.15 and 9.5 hereof).              

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

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

         (v)   The Company shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the 
opening of business 15 days before the day of the mailing of notice of
    redemption under Section 3.2 hereof and ending at the close of business on
such day, (B) to register the transfer of or to exchange any Note so  
    selected for redemption in whole or in part, except the unredeemed portion
     of any Note being redeemed in part or (c) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest
Payment Date.                                                         

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

    (vii) The Trustee shall authenticate Global Notes and Definitive
Notes in accordance with the provisions of Section 2.2 hereof.        

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   (viii) All certifications, certificates and Opinions of Counsel
   required to be submitted to the Registrar pursuant to this Section 2.6 to
effect a registration of transfer or exchange may be submitted by     
facsimile.                                                            

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

          (x)    Neither the Trustee nor the Registrar shall have any obligation
or duty to monitor, determine or inquire as to compliance with any    
   restrictions on transfer imposed under this Indenture or under applicable
     law with respect to any transfer of any interest in any Note (including any
   transfers between or among Participants or beneficial owners of interests
     in any Global Note) other than to require delivery of such certificates and
    other documentation or evidence as are expressly required by, and to do so
if and when expressly required by the terms of, this Indenture, and to
  examine the same to determine substantial compliance as to form with the
express requirements hereof.                                          

Section 2.7.   Replacement Notes.                                               

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

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

Section 2.8.   Outstanding Notes.                                               

        The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for          
cancellation, those reductions in the interest in a Global Note effected by the 
Trustee in accordance with the provisions hereof, and those described in this   
Section as not outstanding.  Except as set forth in Section 2.9 hereof, a Note  
does not cease to be outstanding because the Company or an Affiliate of the     
Company holds the Note; however, Notes held by the Company or a Subsidiary of   
the Company shall not be deemed to be outstanding for purposes of Section 3.7(b)
hereof.                                                                         

         If a Note is replaced pursuant to Section 2.7 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the       
replaced Note is held by a bona fide purchaser or protected purchaser.          

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

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

Section 2.9.   Treasury Notes                                                   

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

Section 2.10.  Temporary Notes                                                  

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

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

Section 2.11.  Cancellation                                                     

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

Section 2.12.  Defaulted Interest.                                              

     If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent       
lawful, interest payable on the defaulted interest, to the Persons who are      
Holders of such Notes on which interest is due on a subsequent special record   
date, in each case at the rate provided in the Notes and in Section 4.1 hereof. 
The Company shall notify the Trustee in writing of the amount of defaulted      
interest                                                                        

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proposed to be paid on each Note and the date of the proposed payment. The      
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the       
Company, the Trustee in the name and at the expense of the Company) shall mail  
or cause to be mailed to Holders a notice that states the special record date,  
the related payment date and the amount of such interest to be paid.            

Section 2.13.  CUSIP Numbers                                                    

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

ARTICLE 3.  REDEMPTION AND PREPAYMENT 

Section 3.1.   Notices to Trustee.                                              

  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.7 hereof, it shall furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'  
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of 
Notes to be redeemed, (iv) the redemption price and (v) the CUSIP numbers of the
Notes of such to be redeemed.                                                   

Section 3.2.   Selection of Notes to Be Redeemed.                               

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

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

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be redeemed. Except as provided in the preceding sentence, provisions of this   
Indenture that apply to Notes called for redemption also apply to portions of   
Notes called for redemption.                                                    

Section 3.3.   Notice of Redemption.                                            

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

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

(a)  the redemption date;                                   

(b)  the redemption price;                                  

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

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

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

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

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

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

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

Section 3.4.   Effect of Notice of Redemption.                                  

      Once notice of redemption is mailed in accordance with Section 3.3
hereof, Notes called for redemption become irrevocably due and payable on the   
redemption date at the redemption price.  A notice of redemption may not be     
conditional.                                                                    

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Section 3.5.   Deposit of Redemption Price                                      

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

If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on  
the Notes or the portions of Notes called for redemption.  If a Note is redeemed
on or after an interest record date but on or prior to the related interest     
payment date, then any accrued and unpaid interest shall be paid to the Person  
in whose name such Note was registered at the close of business on such record  
date.  If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding   
paragraph, interest shall be paid on the unpaid principal, from the redemption  
date until such principal is paid, and to the extent lawful on any interest not 
paid on such unpaid principal, in each case at the rate provided in the Notes   
and in Section 4.1 hereof.                                                      

Section 3.6.   Notes Redeemed in Part.                                          

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

Section 3.7.   Optional Redemption                                              

         (a)  Except as set forth in Section 3.7(b) and in Section 3.8 hereof,
the Notes shall not be redeemable at the Company's option at any time.          

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

  (c)  Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Section 3.1 through 3.6 hereof.                   

Section 3.8.   Optional Tax Redemption.                                         

        The Notes will be subject to redemption at the option of the Company
or a successor corporation at any time, in whole but not in part, upon not less 
than 30 nor more than                                                           

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60 days' notice, at a redemption price equal to the principal amount thereof,   
plus accrued and unpaid interest thereon to the redemption date if, as a result 
of any change in or amendment to the laws or any regulations or ruling          
promulgated thereunder of (x) Bermuda or any political subdivision or           
governmental authority thereof or therein having the power to tax, (y) any      
jurisdiction, other than the United States, from or through which payment on the
Notes is made by the Company or a successor corporation, or its paying agent in 
its capacity as such or any political subdivision or governmental authority     
thereof or therein having the power to tax or (z) any other jurisdiction, other 
than the United States, in which the Company or a successor corporation is      
organized, or any political subdivision or governmental authority thereof or    
therein having the power to tax, or any change in the official application or   
interpretation of such laws, regulations or rulings, or any change in the       
official application or interpretation of, or any execution of or amendment to, 
any treaty or treaties affecting taxation to which such jurisdiction (or such   
political subdivision or taxing authority) is a party (a "Change in Tax Law"),  
which becomes effective on or after the date of the Offering Memorandum, the    
Company or a successor corporation is or would be required on the next          
succeeding interest payment date to pay Additional Amounts with respect to the  
Notes (as described under Section 3.9 hereof), and the payment of such          
Additional Amounts cannot be avoided by the use of any reasonable measures      
available to the Company or a successor corporation.                            

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

Section 3.9.   Payment of Additional Amounts                                    

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

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after such deduction or withholding, shall be not less than the amount specified
in such Notes to which such Holder is entitled; provided, however, that the     
Company or a successor corporation shall not be required to make any payment of 
Additional Amounts for or on account of:                                        

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

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

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

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

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

       nor shall Additional Amounts be paid with respect to any payment of
the principal of, or any premium or interest on, any Note to any Holder who is a
fiduciary or partnership or limited liability company or other than the sole    
beneficial owner of such payment to the extent such payment would be required by
the laws of (x) Bermuda or any political subdivision or governmental authority  
thereof or therein having the power to tax, (y) any jurisdiction, other than the
United States, from or through which payment on the Notes is made by the Company
or a successor corporation, or its paying agent in its capacity as such or any  
political subdivision or governmental authority thereof or therein having the   
power to tax or (z) any other jurisdiction,                                     

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other than the United States, in which the Company or a successor corporation is
organized, or any political subdivision or governmental authority thereof or    
therein having the power to tax to be included in the income for tax purposes of
a beneficiary or settlor with respect to such fiduciary or a member of such     
partnership, limited liability company or beneficial owner who would not have   
been entitled to such Additional Amounts had it been the Holder of such Note.   

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

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

Section 3.10.  Mandatory Redemption.                                            

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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authenticate and mail or deliver such new Note to such Holder, in a principal   
amount equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder     
thereof. The Company shall publicly announce the results of the Asset Sale Offer
on the Purchase Date.                                                           

          Other than as specifically provided in this Section 3.11, any purchase
pursuant to this Section 3.11 shall be made pursuant to the provisions of       
Sections 3.1 through 3.6 hereof.                                                

ARTICLE 4.  COVENANTS 

Section 4.1.   Payment of Notes.                                                

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

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

Section 4.2.   Maintenance of Office or Agency.                                 

       The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an      
affiliate of the Trustee, Registrar or co-registrar) where Notes may be         
surrendered for registration of transfer or for exchange and where notices and  
demands to or upon the Company in respect of the Notes and this Indenture may be
served.  The Company shall give prompt written notice to the Trustee of the     
location, and any change in the location, of such office or agency.  If at any  
time the Company shall fail to maintain any such required office or agency or   
shall fail to furnish the Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the Corporate Trust    
Office of the Trustee.                                                          

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

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shall give prompt written notice to the Trustee of any such designation or      
rescission and of any change in the location of any such other office or agency.

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

Section 4.3.   Reports.                                                         

       Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Trustee and  
the Holders of the Notes (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and 10-
K if the Company was required to file such Forms, including a "Management's     
Discussion and Analysis of Financial Condition and Results of Operations" that  
describes the financial condition and results of operations of the Company and  
its consolidated Subsidiaries and, with respect to the annual information only, 
a report thereon by the Company's certified independent accountants, and (ii)   
all current reports that would be required to be filed with the SEC on Form 8-K 
if the Company were required to file such reports, in each case within the time 
periods specified in the SEC's rules and regulations. In addition, whether or   
not required by the rules and regulations of the SEC, the Company will file a   
copy of all such information and reports with the SEC for public availability   
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to       
securities analysts and prospective investors upon request. The Company will be 
deemed to have satisfied such requirements if GCL files and provides reports,   
documents and information of the types otherwise so required by the SEC, in each
case within the applicable time periods, and the Company is not required by the 
SEC to file such reports, documents and information separately under the        
applicable rules and regulations of the SEC (after giving effect to any         
exemptive relief) because of the filings by GCL. Furthermore, the Company will  
agree that, for so long as any Notes remain outstanding (and regardless of the  
immediately preceding sentence), it will furnish to the Holders of the Notes and
to securities analysts and prospective investors, upon their request, the       
information required to be delivered pursuant to Rule 144A(d)(4) under the      
Securities Act.                                                                 

Section 4.4.   Compliance Certificate                                           

       The Company and each Guarantor shall deliver to the Trustee (to the
extent that such Guarantor is so required under the TIA), within 90 days after  
the end of each fiscal year, an Officers' Certificate stating that a review of  
the activities of the Company and its Subsidiaries during the preceding fiscal  
year has been made under the supervision of the signing Officers with a view to 
determining whether the Company has kept, observed, performed and fulfilled its 
obligations under this Indenture, and further stating, as to each such Officer  
signing such certificate, that to the best of his or her knowledge the Company  
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of 
the terms, provisions and conditions of this Indenture (or, if a Default or     
Event of Default shall have occurred, describing all such Defaults or Events of 
Default of which he or she may have knowledge and what action the Company is    
taking or proposes to take with respect thereto) and that to the best of his or 
her knowledge no event has occurred and remains in existence by reason of which 
payments on account of the principal of or                                      

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interest, if any, on the Notes is prohibited or if such event has occurred, a   
description of the event and what action the Company is taking or proposes to   
take with respect thereto. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice    
provided under this Indenture.                                                  

      So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial      
statements delivered pursuant to Section 4.3(a) hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be 
a firm of established national reputation) that in making the examination       
necessary for certification of such financial statements, nothing has come to   
their attention that would lead them to believe that the Company has violated   
any provisions of Article 4 or Article 5 hereof or, if any such violation has   
occurred, specifying the nature and period of existence thereof, it being       
understood that such accountants shall not be liable directly or indirectly to  
any Person for any failure to obtain knowledge of any such violation.           

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

Section 4.5.   Taxes.                                                           

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

Section 4.6.   Stay, Extension and Usury Laws.                                  

        The Company and each of the Guarantors covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead, or in  
any manner whatsoever claim or take the benefit or advantage of, any stay,      
extension or usury law wherever enacted, now or at any time hereafter in force, 
that may affect the covenants or the performance of this Indenture; and the     
Company and each of the Guarantors (to the extent that it may lawfully do so)   
hereby expressly waives all benefit or advantage of any such law, and covenants 
that it shall not, by resort to any such law, hinder, delay or impede the       
execution of any power herein granted to the Trustee, but shall suffer and      
permit the execution of every such power as though no such law has been enacted.

Section 4.7.   Restricted Payments.                                             

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i)  declare or pay any dividend or    
make any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any   
payment in connection with any merger or consolidation involving the Company or 
any of its Restricted Subsidiaries) or to the direct or indirect holders of the 
Company's or any of its Restricted Subsidiaries' Equity Interests (other than   
dividends or                                                                    

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distributions payable in Equity Interests (other than Disqualified Stock) of the
Company or to the Company or a Restricted Subsidiary of the Company); (ii)      
purchase, redeem or otherwise acquire or retire for value (including, without   
limitation, in connection with any merger or consolidation involving the        
Company) any Equity Interests of the Company or any direct or indirect parent of
the Company (other than any such Equity Interests owned by the Company or any   
Wholly Owned Restricted Subsidiary of the Company); (iii) make any payment on or
with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes, except a payment of   
interest or principal at Stated Maturity; or (iv) make any Restricted Investment
(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless                

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

      (b)  in the case of clauses (i), (ii) and (iii) above, and, in the
case of any Restricted Investment that is not an Investment in a Permitted      
Business, the Company would, at the time of such Restricted Payment and after   
giving pro forma effect thereto as if such Restricted Payment had been made at  
the beginning of the applicable four-quarter period, have been permitted to     
incur at least $1.00 of additional Indebtedness pursuant to either clause (i) or
(ii) of the first paragraph of Section 4.9 hereof; and                          

       (c)  such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted            
Subsidiaries and any Permitted Investments made pursuant to clause (h) of the   
definition of Permitted Investments after May 18, 1998 (excluding Restricted    
Payments permitted by clauses (ii), (iii), (iv), (vi) and (vii) (but, in the    
case of clause (vii), only to the extent that such Restricted Payments are      
reflected as an expense on the income statements of GCL) of the next succeeding 
paragraph), is less than the sum, without duplication, of (i) the remainder of  
(x) 100% of the cumulative Consolidated Cash Flow (or, in the case Consolidated 
Cash Flow shall be negative, less 100% of such deficit) for the period (taken as
one accounting period) beginning on March 31, 1998 and ending on the last day of
the last full fiscal quarter immediately preceding the date of such Restricted  
Payment minus (y) the product of 1.5 times the cumulative Consolidated Interest 
Expense from May 18, 1998 through the last day of the last full fiscal quarter  
immediately preceding the date of such Restricted Payment, plus (ii) 100% of the
aggregate net cash proceeds and the fair market value (as determined in good    
faith by the Board of Directors) of property or assets received by the Company  
since May 18, 1998 as a contribution to its common equity capital or from the   
issue or sale of Equity Interests of the Company (other than Disqualified Stock)
or from the issue or sale of Disqualified Stock or debt securities of the       
Company that have been converted into such Equity Interests (other than Equity  
Interests (or Disqualified Stock or convertible debt securities) sold to a      
Subsidiary of the Company), plus the amount of cash or the fair market value (as
determined above) of property or assets received by the Company or any          
Restricted Subsidiary upon such conversion or exchange, plus (iii) the aggregate
amount equal to the net reduction in Investments in Unrestricted Subsidiaries   
resulting from (x) dividends, distributions, interest payments, return of       
capital, repayments of Investments or other transfers of assets to the Company  
or any Restricted Subsidiary from any Unrestricted Subsidiary, (y) proceeds     
realized                                                                        

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by the Company or any Restricted Subsidiary upon the sale of such Investment to 
a Person other than GCL, the Company or any Subsidiary of the Company, or (z)   
the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary, not
to exceed in the case of any of the immediately preceding clauses (x), (y) or   
(z) the aggregate amount of Restricted Investments made by the Company or any   
Restricted Subsidiary in such Unrestricted Subsidiary after the date of this    
Indenture, plus (iv) to the extent that any Restricted Investment that was made 
after the date of this Indenture is sold for cash or otherwise liquidated or    
repaid for cash, the amount of proceeds (net of any cost of disposition) equal  
to the initial amount of such Restricted Investment.                            

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

          The Board of Directors may not designate any Subsidiary of the Company
(other than a newly created Subsidiary in which no Investment has previously    
been made (other than the amount required to capitalize such Subsidiary in      
connection with its organization)) as an Unrestricted Subsidiary (a             
"Designation") unless:  (i) no Default or Event of Default shall have occurred  
and be continuing at the time of or after giving effect to such Designation;    
(ii) the Company would, immediately after giving effect to such Designation,    
have been permitted to incur at least $1.00 of additional Indebtedness pursuant 
to either clause (i) or (ii) of the first paragraph of Section 4.9; and (iii)   
the Company would not be prohibited under this Indenture                        

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from making an Investment at the time of such Designation (assuming the         
effectiveness of such Designation for purposes of clauses (a) and (b) of this   
Section 4.7) in an amount equal to the fair market value of the net Investment  
of the Company or any other Restricted Subsidiary in such Subsidiary on such    
date.                                                                           

     In the event of any such Designation, all outstanding Investments
owned by the Company and its Restricted Subsidiaries in the Subsidiary so       
designated will be deemed to be an Investment made as of the time of such       
Designation and will reduce the amount available for Restricted Payments under  
the first paragraph of this Section 4.7 or Permitted Investments, as applicable.
All such outstanding Investments will be deemed to constitute Restricted        
Payments in an amount equal to the fair market value of such Investments at the 
time of such Designation.                                                       

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

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

Section 4.8.   Dividend and Other Payment Restrictions Affecting Restricted     
Subsidiaries.                                                                   

   The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to 
exist or become effective any encumbrance or restriction on the ability of any  
Restricted Subsidiary to (i)(a) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (1) on its Capital Stock or   
(2) with respect to any other interest or participation in, or measured by, its 
profits, or (b) pay any indebtedness owed to the Company or any of its          
Restricted Subsidiaries, (ii) make loans or advances to the Company or any of   
its Restricted Subsidiaries or (iii) transfer any of its properties or assets to
the Company or any of its Restricted Subsidiaries.  However, the foregoing      
restrictions will not apply to encumbrances or restrictions existing under or by
reason of (a) Existing Indebtedness as in effect on the date of this Indenture, 
(b) agreements as in effect as of the date of this Indenture, (c) Indebtedness  
incurred in accordance with clause (g), (h), (i), (k) or (n) of the second      
paragraph of Section 4.9 hereof, provided that such encumbrances or restrictions
are customary with respect to such types of Indebtedness (as determined in good 
faith by the Chief Financial Officer of the Company) and provided further that  
the provisions of such Indebtedness do not prohibit payments by the Company of  
principal, premium, interest and Additional Amounts pursuant to the terms of the
Notes and this Indenture, (d) this Indenture, the Notes and the Exchange Notes, 
(e) applicable law, (f) any instrument governing Indebtedness or                

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Capital Stock of a Person acquired by the Company or any of its Restricted      
Subsidiaries as in effect at the time of such acquisition (except to the extent 
such Indebtedness was incurred in connection with or in contemplation of such   
acquisition), which encumbrance or restriction is not applicable to any Person, 
or the properties or assets of any Person, other than the Person, or the        
property or assets of the Person, so acquired, provided, that in the case of    
Indebtedness, such Indebtedness was permitted by the terms of this Indenture to 
be incurred, (g) customary non-assignment provisions in leases entered into in  
the ordinary course of business and consistent with past practices, (h) purchase
money obligations for property acquired in the ordinary course of business that 
impose restrictions of the nature described in clause (iii) above on the        
property so acquired, (i) any agreement for the sale or other disposition of a  
Restricted Subsidiary that restricts distributions by that Restricted Subsidiary
pending its sale or other disposition, (j) Permitted Refinancing Indebtedness,  
provided that the restrictions contained in the agreements governing such       
Permitted Refinancing Indebtedness are no more restrictive, taken as a whole,   
than those contained in the agreements governing the Indebtedness being         
refinanced, (k) Liens securing Indebtedness otherwise permitted to be incurred  
pursuant to the provisions of Section 4.12 hereof that limit the right of the   
Company or any of its Restricted Subsidiaries to dispose of the assets subject  
to such Lien, (l) provisions with respect to the disposition or distribution of 
assets or property in joint venture agreements and other similar agreements     
entered into in the ordinary course of business and (m) restrictions on cash or 
other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business.                                                

Section 4.9.   Incurrence of Indebtedness and Issuance of Preferred Stock.      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      (k)  The incurrence by the Company or any Restricted Subsidiary of
Purchase Money Indebtedness, provided that the amount of such Purchase Money    
Indebtedness does not exceed 100% of the cost of construction, installation,    
acquisition, lease, development, design, engineering, financing, testing, start-
up, upgrade, completion or improvement of assets (together                      

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with related costs and expenses) used in the business of the Company or such    
Restricted Subsidiary;                                                          

(l)  Letters of Credit that are cash collateralized;        

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

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

     (o)  The guarantee by the Company or any Restricted Subsidiary of
Indebtedness of the Company or any Restricted Subsidiary of the Company that was
permitted to be incurred by another provision of this Section 4.9.              

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

Section 4.10.  Asset Sales                                                      

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

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

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

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

Section 4.11.  Transactions with Affiliates.                                    

   The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise     
dispose of any of its properties or assets to, or purchase any property or      
assets from, or enter into or make or amend any transaction, contract,          
agreement, understanding, loan, advance or guarantee with, or for the benefit   
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless   
(i) such Affiliate Transaction is on terms that are not materially less         
favorable to the Company or the relevant Restricted Subsidiary than those that  
would have been obtained in a comparable transaction by the Company or such     
Restricted Subsidiary with an unrelated Person and (ii) with respect to any     
Affiliate Transaction or series of related Affiliate Transactions involving     

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aggregate consideration in excess of $25.0 million, the Company delivers to the 
Trustee a resolution of the Board of Directors set forth in an Officers'        
Certificate certifying that such Affiliate Transaction complies with clause (i) 
above and that such Affiliate Transaction is approved by a majority of the      
disinterested members of the Board of Directors and an opinion as to the        
fairness to the Holders of such Affiliate Transaction from a financial point of 
view is obtained from an accounting, appraisal or investment banking firm of    
national standing. Notwithstanding the foregoing, the following items shall not 
be deemed to be Affiliate Transactions: (i) (a) the entering into, maintaining  
or performance of any employment contract, collective bargaining agreement,     
benefit plan, program or arrangement, related trust agreement or any other      
similar arrangement for or with any employee, officer or director heretofore or 
hereafter entered into in the ordinary course of business, including vacation,  
health, insurance, deferred compensation, retirement, savings or other similar  
plans, (b) the payment of compensation, performance of indemnification or       
contribution obligations, or an issuance, grant or award of stock, options, or  
other equity-related interests or other securities to employees, officers or    
directors in the ordinary course of business, (c) any transaction with an       
officer or director in the ordinary course of business not involving more than  
$250,000 in any one case, or (d) Management Advances and payments in respect    
thereof, (ii) transactions between or among the Company and/or its Restricted   
Subsidiaries or any Receivables Entity, (iii) payment of reasonable directors   
fees, (iv) any sale or other issuance of Equity Interests (other than           
Disqualified Stock) of the Company, (v) Affiliate Transactions in effect or     
approved by the Board of Directors on the date of this Indenture, including any 
amendments thereto (provided that the terms of such amendments are not          
materially less favorable to the Company or the relevant Restricted Subsidiary  
than the terms of such agreement prior to such amendment), (vi) transactions    
with respect to capacity or dark fiber between the Company or any Restricted    
Subsidiary and any Unrestricted Subsidiary or other Affiliate and joint sales   
and marketing pursuant to an agreement or agreements between the Company or any 
Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate        
(provided that in the case of this clause (vi), such agreements are on terms    
that are no less favorable to the Company or the relevant Restricted Subsidiary 
than those that could have been obtained at the time of such transaction in an  
arm's-length transaction with an unrelated third party or, in the case of a     
transaction with an Unrestricted Subsidiary, are either (x) entered into in     
connection with a transaction involving the selection by a customer of cable    
system capacity entered into in the ordinary course of business or (y) involve  
the provision by the Company or a Restricted Subsidiary to an Unrestricted      
Subsidiary of sales and marketing services, operations, administration and      
maintenance services or development services for which the Company or such      
Restricted Subsidiary receives a fair rate of return (as determined by the Board
of Directors and set forth in an Officers' Certificate delivered to the Trustee)
above its expenses of providing such services; (vii) any transaction entered    
into in the ordinary course of business between the Company or any Restricted   
Subsidiary and any Unrestricted Subsidiary or any Affiliate (provided that in   
the case of this clause (vii), such agreements are on terms that are no less    
favorable to the Company or the relevant Restricted Subsidiary than those that  
could have been obtained at the time of such transaction in an arm's-length     
transaction with an unrelated third party) and (viii) Restricted Payments that  
are permitted by Section 4.7 hereof.                                            

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Section 4.12.  Liens.                                                           

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

Section 4.13. Sale and Leaseback Transactions.                                  

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that   
the Company or any of its Restricted Subsidiaries may enter into a sale and     
leaseback transaction if (i) the Company (or such Restricted Subsidiary, as the 
case may be) could have (a) incurred Indebtedness in an amount equal to the     
Attributable Debt relating to such sale and leaseback transaction pursuant to   
either of the Consolidated Leverage Ratio or Consolidated Capital Ratio tests   
set forth in the first paragraph of section 4.9 hereof and (b) incurred a Lien  
to secure such Indebtedness pursuant to Section 4.12 hereof, (ii) the gross cash
proceeds of such sale and leaseback transaction are at least equal to the fair  
market value (as determined in good faith by the Board of Directors and set     
forth in an Officers' Certificate delivered to the Trustee) of the property that
is the subject of such sale and leaseback transaction and (iii) the transfer of 
assets in such sale and leaseback transaction is treated as an Asset Sale, and  
the Company applies the proceeds of such transaction in compliance with, Section
4.10 hereof.                                                                    

Section 4.14.  Corporate Existence.                                             

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

Section 4.15.  Offer to Repurchase Upon Change of Control.                      

         (a)  Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Company to purchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the  
offer described below (the "Change of Control Offer") at a purchase price in    
cash (the "Change of Control Payment") equal to 101% of the aggregate principal 
amount thereof, plus accrued and unpaid interest and Special Interest thereon to
the date of purchase (subject to the right of Holders of record on the relevant 
record                                                                          

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date to receive interest due on the relevant interest payment date); provided,  
however, that the Company shall not be obligated to repurchase Notes pursuant to
this covenant in the event that it has exercised its rights to redeem all of the
Notes as described in Section 3.7 hereof. Within 30 days following any Change of
Control, the Company will mail a notice to each Holder describing the           
transaction or transactions that constitute the Change of Control and offering  
to purchase Notes on the date specified in such notice, which date shall be no  
earlier than 30 and no later than 60 days from the date such notice is mailed   
(the "Change of Control Payment Date"), in accordance with the procedures       
required by this Indenture and described in such notice. The Company will comply
with the requirements of Rule 14e-1 under the Exchange Act and any other        
securities laws and regulations to the extent such laws and regulations are     
applicable in connection with the purchase of Notes as a result of a Change of  
Control. To the extent that the provisions of any securities laws or regulations
conflict with any of the provisions of this Section 4.15, the Company will      
comply with the applicable securities laws and regulations and will be deemed   
not to have breached its obligations under this covenant by virtue thereof.     

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

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

Section 4.16.  Business Activities.                                             

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

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Section 4.17.  [Reserved]                                                       

Section 4.18.  [Reserved]                                                       

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

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

Section 4.20.  Payments For Consent.                                            

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

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

          If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal, premium, interest or Special       
Interest, if any, with respect to the Notes, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,  
premium, interest or Special Interest, if any, so becoming due until such sums  
shall be paid to such Persons or otherwise disposed of as herein provided, and  
will promptly notify the Trustee of its action or failure so to act.            

     Whenever the Company shall have one or more Paying Agents for the
Notes, it will, on or before each due date of the principal, premium, interest  
or Special Interest, if any, with respect to the Notes, deposit with a Paying   
Agent a sum in same day funds (or New York Clearing House funds if such deposit 
is made prior to the date on which such deposit is required to be made)         
sufficient to pay the principal, premium, interest or Special Interest, if any, 
so becoming due (or at the option of the Company, payment of interest may be    
mailed by check to the Holders of the Notes at their respective addresses set   
forth in the register of Holders of Notes; provided that all payments with      
respect to Notes represented by one or more permanent global Notes will be paid 
by wire transfer of immediately available funds to the account of the Depository
Trust Company or any successor thereto) such sum to be held in trust for the    
benefit                                                                         

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of the Persons entitled to such principal, premium, interest or Special         
Interest, if any, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of such action or any failure so to act.            

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

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

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

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

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal, premium, interest or 
Special Interest, if any, with respect to a Note and remaining unclaimed for two
years after such principal, premium, if any, or interest has become due and     
payable shall be paid to the Company at the request of the Company or (if then  
held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the       
Company for payment thereof, and all liability of the Trustee or such Paying    
Agent with respect to such trust money, and all liability of the Company as     
trustee thereof, shall thereupon cease; provided, however, that the Trustee or  
such Paying Agent, before being required to make any such repayment, shall at   
the expense of the Company cause notice to be promptly sent to each Holder that 
such money remains unclaimed and that, after a date specified therein, which    
shall not be less than 30 days from the date of such notification any unclaimed 
balance of such money then remaining will be repaid to the Company.             

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Section 4.22.  Future Guarantees.                                               

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

ARTICLE 5.  SUCCESSORS  

Section 5.1.   Merger, Consolidation, or Sale of Assets.                        

       The Company shall not, directly or indirectly, consolidate or merge
with or into (whether or not the Company is the surviving corporation), or sell,
assign, transfer, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to another Person    
unless: (i) the Company is the surviving corporation or the Person formed by or 
surviving any such consolidation or merger (if other than the Company) or to    
which such sale, assignment, transfer, conveyance or other disposition shall    
have been made is a corporation organized or existing under the laws of the     
United States, any state thereof or the District of Columbia, or Bermuda; (ii)  
the Person formed by or surviving any such consolidation or merger (if other    
than the Company) or the Person to which such sale, assignment, transfer,       
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Registration Rights Agreement, the Notes and this      
Indenture pursuant to a supplemental indenture in a form and substance          
reasonably satisfactory to the Trustee; (iii) immediately after such transaction
no Default or Event of Default exists; and (iv) except in the case of a merger  
of the Company with or into a Restricted Subsidiary of the Company, the Company 
or the Person formed by or surviving any such consolidation or merger (if other 
than the Company), or to which such sale, assignment, transfer, conveyance or   
other disposition shall have been made (A) will have Consolidated Net Worth     
immediately after the transaction equal to or greater than the Consolidated Net 
Worth of the Company immediately preceding the transaction and (B) will,        
immediately after such transaction and after giving pro forma effect thereto and
any related financing transactions as if the same had occurred at the beginning 
of the applicable four-quarter period, be permitted to incur at least $1.00 of  
additional Indebtedness pursuant to either clause (i) or (ii) of the first      
paragraph Section 4.9 hereof.  The Company shall not, directly or indirectly,   
lease all or substantially all of its properties or assets, in one or more      
related transactions, to any other Person. The provisions of this covenant will 
not be applicable to a sale, assignment, transfer, conveyance or other          
disposition of assets between or among the Company and its Restricted           
Subsidiaries and any of the Guarantors.                                         

Section 5.2.   Successor Corporation Substituted.                               

        Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.1 hereof, the successor corporation 
formed by such consolidation or                                                 

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into or with which the Company is merged or to which such sale, assignment,     
transfer, lease, conveyance or other disposition is made shall succeed to, and  
be substituted for (so that from and after the date of such consolidation,      
merger, sale, lease, conveyance or other disposition, the provisions of this    
Indenture referring to the "Company" shall refer instead to the successor       
corporation and not to the Company), and may exercise every right and power of  
the Company under this Indenture with the same effect as if such successor      
Person had been named as the Company herein; provided, however, that the        
predecessor Company shall not be relieved from the obligation to pay the        
principal of and interest on the Notes except in the case of a sale of all of   
the Company's assets that meets the requirements of Section 5.1 hereof.         

ARTICLE 6.  DEFAULTS AND REMEDIES 

Section 6.1.   Events of Default.                                               

"Events of Default" with respect to the Notes are:          

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

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

         (iii) failure by the Company or any of its Restricted Subsidiaries to
comply with Sections 4.7, 4.9, 4.10 or 4.15;                          

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

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

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

    (vii) except as provided by this Indenture, any Guarantee of the
Notes shall be held in any judicial proceeding to be unenforceable or 
invalid or shall cease for any                                        

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reason to be in full force and effect or any Guarantor, or any Person 
    acting on behalf of any Guarantor, shall deny or disaffirm its obligations
under its Guarantee of the Notes;                                     

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

(a)  commences a voluntary case,              

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

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

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

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

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

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

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

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

Section 6.2.   Acceleration.                                                    

        If any Event of Default with respect to outstanding Notes occurs and
is continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable      
immediately.   Notwithstanding the foregoing, if an Event of Default specified  
in clause (viii) or (ix) of Section 6.1 hereof with respect to outstanding Notes
occurs with respect to the Company, any Restricted Subsidiary that constitutes a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken      
together, would constitute a Significant Subsidiary, all outstanding Notes shall
be due and payable immediately without further action or notice.  The Holders of
a majority in aggregate principal amount of the then outstanding Notes by       
written notice to the Trustee may on behalf of all of the Holders of Notes      
rescind an acceleration and its consequences if the rescission would not        
conflict with any judgment or decree and if all existing Events of Default      
(except nonpayment of principal, interest or premium that has become due solely 
because of the acceleration) have been cured or waived.                         

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Section 6.3.   Other Remedies.                                                  

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

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

Section 6.4.   Waiver of Past Defaults.                                         

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

Section 6.5.   Control by Majority                                              

     Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for    
exercising any remedy available to the Trustee or exercising any trust or power 
conferred on it.  However, the Trustee may refuse to follow any direction that  
conflicts with law or this Indenture that the Trustee determines may be unduly  
prejudicial to the rights of other Holders of Notes or that may involve the     
Trustee in personal liability.                                                  

Section 6.6.   Limitation on Suits                                              

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

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

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

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

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

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

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

Section 6.7.   Rights of Holders of Notes to Receive Payment                    

       Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Special       
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective  
dates, shall not be impaired or affected without the consent of such Holder.    

Section 6.8.   Collection Suit by Trustee                                       

     If an Event of Default specified in Section 6.1(i) or (ii) hereof
occurs and is continuing with respect to the Notes, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the 
Company for the whole amount of principal of, premium and Special Interest, if  
any, and interest remaining unpaid on the Notes and interest on overdue         
principal and, to the extent lawful, interest and such further amount as shall  
be sufficient to cover the costs and expenses of collection, including the      
reasonable compensation, expenses, disbursements and advances of the Trustee,   
its agents and counsel.                                                         

Section 6.9.   Trustee May File Proofs of Claim.                                

    The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,  
disbursements and advances of the Trustee, its agents and counsel) and the      
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall  
be entitled and empowered to participate as a member, voting or otherwise, of   
any official committee of creditors appointed in such matter and shall be       
entitled and empowered to collect, receive and distribute any money or other    
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of   
such payments directly to the Holders, to pay to the Trustee any amount due to  
it for the reasonable compensation, expenses, disbursements and advances of the 
Trustee, its agents and counsel, and any other amounts due the Trustee under    
Section 7.7 hereof.  To the extent that the payment of any such compensation,   
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.7 hereof out of the estate in 
any such proceeding, shall be denied for any reason, payment of the same shall  
be secured by a Lien on, and shall be paid out of, any and all distributions,   
dividends, money, securities and other properties that the Holders may be       
entitled to receive in such proceeding                                          

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whether in liquidation or under any plan of reorganization or arrangement or    
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to 
authorize or consent to or accept or adopt on behalf of any Holder any plan of  
reorganization, arrangement, adjustment or composition affecting the Notes or   
the rights of any Holder, or to authorize the Trustee to vote in respect of the 
claim of any Holder in any such proceeding.                                     

Section 6.10.  Prioritie                                                        

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

          First:  to the Trustee, its agents and attorneys for amounts due under
Section 7.7 hereof, including payment of all compensation, expense and          
liabilities incurred, and all advances made, by the Trustee and the costs and   
expenses of collection;                                                         

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

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

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.                                 

Section 6.11.  Undertaking for Costs.                                           

     In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by 
it as a Trustee, a court in its discretion may require the filing by any party  
litigant in the suit of an undertaking to pay the costs of the suit, and the    
court in its discretion may assess reasonable costs, including reasonable       
attorneys' fees, against any party litigant in the suit, having due regard to   
the merits and good faith of the claims or defenses made by the party litigant. 
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.7 hereof, or a suit by Holders of more than 10% in 
principal amount of the then outstanding Notes.                                 

ARTICLE 7.  TRUSTEE   

Section 7.1.   Duties of Trustee                                                

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

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

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     (i)   the duties of the Trustee shall be determined solely by the
express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no 
 others, and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and                                    

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

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

      (i)   this paragraph does not limit the effect of paragraph (b) of
this Section 7.1;                                                     

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

       (iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction   
received by it pursuant to Section 6.5 hereof.                        

         (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs  
(a), (b), and (c) of this Section 7.1.                                          

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

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

Section 7.2.   Rights of Trustee                                                

        (a)  The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The 
Trustee need not investigate any fact or matter stated in the document. The     
Trustee shall receive and retain financial reports and statements of the Company
as provided herein, but it shall have no duty to                                

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review or analyze such reports or statements to determine compliance with       
covenants or other obligations of the Company.                                  

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

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

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

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

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

Section 7.3.   Individual Rights of Trustee                                     

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

Section 7.4.   Trustee's Disclaimer.                                            

        The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be  
accountable for the Company's use of the proceeds from the Notes or any money   
paid to the Company or upon the Company's direction under any provision of this 
Indenture, it shall not be responsible for the use or application of any money  
received by any Paying Agent other than the Trustee, and it shall not be        
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this 
Indenture other than its certificate of authentication.                         

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Section 7.5.   Notice of Defaults.                                              

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

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

Section 7.6.   Reports by Trustee to Holders of the Notes.                      

    Within 60 days after each January 1 beginning with the January 1
following the date of this Indenture, and for so long as Notes remain           
outstanding, the Trustee shall mail to the Holders of the Notes a brief report  
dated as of such reporting date that complies with TIA (S)313(a) (but if no     
event described in TIA (S)313(a) has occurred within the twelve months preceding
the reporting date, no report need be transmitted). The Trustee also shall      
comply with TIA (S)313(b)(2). The Trustee shall also transmit by mail all       
reports as required by TIA (S)313(c).                                           

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

Section 7.7.   Compensation and Indemnity                                       

The Company shall pay to the Trustee from time to time such 
compensation for its acceptance of this Indenture and services hereunder as the 
parties shall agree from time to time. The Trustee's compensation shall not be  
limited by any law on compensation of a trustee of an express trust. The Company
shall reimburse the Trustee promptly upon request for all reasonable            
disbursements, advances and expenses incurred or made by it in addition to the  
compensation for its services. Such expenses shall include the reasonable       
compensation, disbursements and expenses of the Trustee's agents and counsel.   

       The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the 
acceptance or administration of its duties under this Indenture, including the  
costs and expenses of enforcing this Indenture against the Company (including   
this Section 7.7) and defending itself against any claim (whether asserted by   
the Company or any Holder or any other person) or liability in connection with  
the exercise or performance of any of its powers or duties hereunder, except to 
the extent any such loss, liability or expense may be attributable to its       
negligence or bad faith.  The Trustee shall notify the Company promptly of any  
claim for which it may seek indemnity.  Failure by the Trustee to so notify the 
Company shall not relieve the Company of its obligations hereunder.             

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

       The obligations of the Company under this Section 7.7 shall survive
the satisfaction and discharge of this Indenture.                               

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

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(viii) or (ix) hereof occurs, the expenses and  
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any    
Bankruptcy Law.                                                                 

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

Section 7.8.  Replacement of Trustee                                            

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of  
appointment as provided in this Section 7.8.                                    

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

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

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

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

(d)  the Trustee becomes incapable of acting.               

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

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

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

 A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the          
resignation or removal of the retiring Trustee shall become effective, and the  
successor Trustee shall have all the rights, powers and duties of the Trustee   
under this Indenture. The successor Trustee shall mail a notice of its          
succession to Holders of the Notes. The retiring shall promptly transfer all    
property held by it as Trustee to the successor Trustee, provided all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in 
Section 7.7 hereof. Notwithstanding replacement of the Trustee pursuant to      
Section 7.8, the Company's obligations under Section 7.7 hereof shall continue  
for the benefit of the retiring Trustee.                                        

Section 7.9.   Successor Trustee by Merger, etc.                                

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

Section 7.10.  Eligibility; Disqualification.                                   

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

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

Section 7.11.  Preferential Collection of Claims Against Company.               

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

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ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE  

Section 8.1.   Option to Effect Legal Defeasance or Covenant Defeasance.        

         The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have  
either Section 8.2 or 8.3 hereof applied to all outstanding Notes upon          
compliance with the conditions set forth below in this Article 8.               

Section 8.2.   Legal Defeasance and Discharge                                   

      Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Company shall, subject to the satisfaction  
of the conditions set forth in Section 8.4 hereof, be deemed to have been       
discharged from its obligations with respect to all outstanding Notes on the    
date the conditions set forth below are satisfied (hereinafter, "Legal          
Defeasance").  For this purpose, Legal Defeasance means that the Company shall  
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.5 hereof and the other Sections of this Indenture     
referred to in (a) and (b) below, and to have satisfied all of its obligations  
under such Notes and this Indenture (and the Trustee, on demand of and at the   
expense of the Company, shall execute proper instruments acknowledging the      
same), except for the following provisions which shall survive until otherwise  
terminated or discharged hereunder: (a) the rights of Holders of outstanding    
Notes to receive payments in respect of the principal of, premium, if any, and  
interest on such Notes when such payments are due from the trust referred to    
below; (b) the Company's obligations with respect to the Notes concerning       
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or   
stolen Notes and the maintenance of an office or agency for payment and money   
for security payments held in trust; (c) the rights, powers, trusts, duties and 
immunities of the Trustee, and the Company's obligations in connection          
therewith; and (d) the Legal Defeasance provisions of this Indenture.  Subject  
to compliance with this Article 8, the Company may exercise its option under    
this Section 8.2 notwithstanding the prior exercise of its option under Section 
8.3 hereof.                                                                     

Section 8.3.   Covenant Defeasance                                              

      Upon the Company's exercise under Section 8.1 hereof of the option
applicable to this Section 8.3, the Company and each Guarantor shall, subject to
the satisfaction of the conditions set forth in Section 8.4 hereof, be released 
from their respective obligations under the covenants contained in Article 5 and
in Sections 4.3, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 
4.19 and 4.20 hereof with respect to the outstanding Notes on and after the date
the conditions set forth in Section 8.4 are satisfied (hereinafter, "Covenant   
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall   
continue to be deemed "outstanding" for all other purposes hereunder (it being  
understood that such Notes shall not be deemed outstanding for accounting       
purposes).  For this purpose, Covenant Defeasance means that, with respect to   
the outstanding Notes, the Company may omit to comply with and shall have no    
liability in respect of any term, condition                                     

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or limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of   
any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event 
of Default under Section 6.1 hereof, but, except as specified above, the        
remainder of this Indenture and such Notes shall be unaffected thereby. In      
addition, upon the Company's exercise under Section 8.1 hereof of the option    
applicable to this Section 8.3, subject to the satisfaction of the conditions   
set forth in Section 8.4 hereof, Sections 6.1(iii) through 6.1(vii) hereof and  
6.1(x) hereof shall not constitute Events of Default.                           

Section 8.4.   Conditions to Legal or Covenant Defeasance.                      

      The following shall be the conditions to the application of either
Section 8.2 or 8.3 hereof to the outstanding Notes:                             

        In order to exercise either Legal Defeasance or Covenant Defeasance:

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

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

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

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

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

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

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

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

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

Section 8.5.   Deposited Money and Government Securities to be Held in Trust;   
Other Miscellaneous Provisions                    

        Subject to Section 8.6 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.5, the          
"Trustee") pursuant to Section 8.4 hereof in respect of the outstanding Notes   
shall be held in trust and applied by the Trustee, in accordance with the       
provisions of such Notes and this Indenture, to the payment, either directly or 
through any Paying Agent (including the Company acting as Paying Agent) as the  
Trustee may determine, to the Holders of such Notes of all sums due and to      
become due thereon in respect of principal, premium, if any, and interest, but  
such money need not be segregated from other funds except to the extent required
by law.                                                                         

        The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable         
Government Securities deposited pursuant to Section 8.4 hereof or the principal 
and interest received in respect thereof other than any such tax, fee or other  
charge which by law is for the account of the Holders of the outstanding Notes. 

   Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request  
of the Company any money or non-callable Government Securities held by it as    
provided in Section 8.4 hereof which, in the opinion of a nationally recognized 
firm of independent public accountants expressed in a written                   

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certification thereof delivered to the Trustee (which may be the opinion        
delivered under Section 8.4(a) hereof), are in excess of the amount thereof that
would then be required to be deposited to effect an equivalent Legal Defeasance 
or Covenant Defeasance.                                                         

Section 8.6.   Repayment to Company                                             

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

Section 8.7.   Reinstatement                                                    

       If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.2 or 
8.3 hereof, as the case may be, by reason of any order or judgment of any court 
or governmental authority enjoining, restraining or otherwise prohibiting such  
application, then the Company's obligations under this Indenture and the Notes  
shall be revived and reinstated as though no deposit had occurred pursuant to   
Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is     
permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, 
as the case may be; provided, however, that, if the Company makes any payment of
principal of, premium, if any, or interest on any Note following the            
reinstatement of its obligations, the Company shall be subrogated to the rights 
of the Holders of such Notes to receive such payment from the money held by the 
Trustee or Paying Agent.                                                        

Section 8.8.   Survival                                                         

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

ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER  

Section 9.1.   Without Consent of Holders of Notes.                             

       Notwithstanding Section 9.2 hereof, the Company, the Guarantors and
the Trustee may amend or supplement this Indenture, the Guarantees or the Notes 
without the consent of any Holder of a Note:                                    

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

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

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

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

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

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

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

Section 9.2.   With Consent of Holders of Notes                                 

          Except as provided below in this Section 9.2, the Company, a Guarantor
(with respect to a Guarantee or the Indenture to which it is a party) and the   
Trustee may amend or supplement this Indenture (including Section 3.11, 4.10 and
4.15 hereof), the Notes and the Guarantees with the consent of the Holders of at
least a majority in principal amount of the then outstanding Notes affected     
thereby voting as a single class (including consents obtained in connection with
a tender offer or exchange offer for, or purchase of, the Notes), and, subject  
to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default with   
respect to the Notes (other than a Default or Event of Default in the payment of
the principal of, premium, if any, or interest on the Notes, except a payment   
default resulting from an acceleration that has been rescinded) or compliance   
with any provision of this Indenture, the Notes or the Guarantees may be waived 
with the consent of the Holders of a majority in principal amount of the then   
outstanding Notes affected thereby voting as a single class (including consents 
obtained in connection with a tender offer or exchange offer for, or purchase   
of, the Notes).                                                                 

      Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
indenture, and upon                                                             

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the filing with the Trustee of evidence satisfactory to the Trustee of the      
consent of the Holders of Notes affected thereby as aforesaid, and upon receipt 
by the Trustee of the documents described in Section 7.2 hereof, the Trustee    
shall join with the Company in the execution of such amended or supplemental    
indenture unless such amended or supplemental indenture directly affects the    
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,    
enter into such amended or supplemental indenture.                              

     It shall not be necessary for the consent of the Holders of Notes
under this Section 9.2 to approve the particular form of any proposed amendment 
or waiver, but it shall be sufficient if such consent approves the substance    
thereof.                                                                        

   After an amendment, supplement or waiver under this Section 9.2
becomes effective, the Company shall mail to the Holders of Notes affected      
thereby a notice briefly describing the amendment, supplement or waiver.  Any   
failure of the Company to mail such notice, or any defect therein, shall not,   
however, in any way impair or affect the validity of any such amended or        
supplemental indenture or waiver.  Subject to Sections 6.4 and 6.7 hereof, the  
Holders of a majority in aggregate principal amount of the then outstanding     
Notes affected thereby voting as a single class may waive compliance in a       
particular instance by the Company with any provision of this Indenture or the  
Notes.  However, without the consent of each Holder affected, an amendment or   
waiver under this Section 9.2 may not (with respect to any Notes held by a non- 
consenting Holder):                                                             

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

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

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

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

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

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

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

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

Section 9.3.   Compliance with Trust Indenture Act                              

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

Section 9.4.   Revocation and Effect of Consents                                

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

Section 9.5.   Notation on or Exchange of Notes                                 

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

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

Section 9.6.   Trustee to Sign Amendments, etc.                                 

The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not   
adversely affect the rights, duties, liabilities or immunities of the Trustee.  
The Company may not sign an amendment or supplemental indenture until the Board 
of Directors approves it.  In executing any amended or supplemental indenture,  
the Trustee shall be entitled to receive and (subject to Section 7.1 hereof)    
shall be fully protected in relying upon an Officer's Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture 
is authorized or permitted by this Indenture and that such amendment is the     
legal, valid and binding obligation of the Company and any Guarantors,          
enforceable against them in accordance with their terms, subject to customary   
exceptions, and complies with the provisions hereof (including Section 9.3).    

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ARTICLE 10.  GUARANTEES 

Section 10.1.  Guarantee.                                                       

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

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

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

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

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(whether or not due and payable) shall forthwith become due and payable by the  
Guarantors for the purpose of this Guarantee. The Guarantors shall have the     
right to seek contribution from any non-paying Guarantor so long as the exercise
of such right does not impair the rights of the Holders under the Guarantee.    

Section 10.2.  Limitation on Guarantor Liability                                

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

Section 10.3.  Execution and Delivery of Guarantee                              

       To evidence its Guarantee set forth in Section 10.1, each Guarantor
hereby agrees that a notation of such Guarantee substantially in the form       
included in Exhibit D shall be endorsed by an Officer of such Guarantor on each 
---------                                               
Note authenticated and delivered by the Trustee and that this Indenture shall be
executed on behalf of such Guarantor by an Officer thereof.                     

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

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

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

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

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Section 10.4.  Guarantors May Consolidate, etc., on Certain Terms               

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

          (a)  subject to Section 10.5 hereof, the Person formed by or surviving
any such consolidation or merger (if other than a Guarantor or the Company)     
unconditionally assumes all the obligations of such Guarantor, pursuant to a    
supplemental indenture in form and substance reasonably satisfactory to the     
Trustee, under the Notes, this Indenture, the Registration Rights Agreement and 
the Guarantee on the terms set forth herein or therein; and                     

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

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

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

Section 10.5.  Releases Following Sale of Assets                                

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

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Indenture, including without limitation Section 4.10 hereof, the Trustee shall  
execute any documents reasonably required in order to evidence the release of   
any Guarantor from its obligations under its Guarantee.                         

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

ARTICLE 11.  SATISFACTION AND DISCHARGE 

Section 11.1.  Satisfaction and Discharge of Indenture.                         

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

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

(b)                                                         

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

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

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

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

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

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Section 11.2.  Application of Trust Money.                                      

   Subject to the provisions of the last paragraph of Section 4.19
hereof, all money deposited with the Trustee pursuant to Section 11.1 hereof    
shall be held in trust and applied by it, in accordance with the provisions of  
the Notes and this Indenture, to the payment, either directly or through any    
Paying Agent (including the Company acting as Paying Agent) as the Trustee may  
determine, to Persons entitled thereto, of the principal (and premium, if any), 
interest and Special Interest, if any, for whose payment such money has been    
deposited with the Trustee.                                                     

  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.1 hereof by reason of any   
legal proceeding or by reason of any order or judgment of any court or          
governmental authority enjoining, restraining or otherwise prohibiting such     
application, the Company's obligations under this Indenture and the Notes shall 
be revived and reinstated as though such deposit had occurred pursuant to       
Section 11.1 hereof; provided that if the Company has made any payment of       
principal of, premium, if any, or interest on any Notes because of the          
reinstatement of its obligations, the Company shall be subrogated to the rights 
of the Holders of such Notes to receive such payment from the money or          
Government Securities held by the Trustee or Paying Agent.                      

ARTICLE 12.  MISCELLANEOUS  

Section 12.1.  Trust Indenture Act Controls                                     

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

Section 12.2.  Notices                                                          

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

If to the Company and/or any Guarantor:                     
Global Crossing Holdings Ltd.                     
Wessex House                                      
45 Reid Street                                    
Hamilton HM 12                                    
Telecopier No.:  (441) 296-8606                   
Attention: Secretary of the Company               

With a copy to:                                             

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

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

With a copy to:                                             

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

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

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

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

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

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

Section 12.3.  Communication by Holders of Notes with Other Holders of Notes.   

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

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Section 12.4.  Certificate and Opinion as to Conditions Precedent               

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

  (a)  an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in    
Section 12.5 hereof) stating that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this Indenture relating to the 
proposed action have been satisfied; and                                        

(b)  an Opinion of Counsel in form and substance reasonably 
satisfactory to the Trustee (which shall include the statements set forth in    
Section 12.5 hereof) stating that, in the opinion of such counsel, all such     
conditions precedent and covenants have been satisfied.                         

Section 12.5.  Statements Required in Certificate or Opinion                    

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

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

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

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

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

Section 12.6.  Rules by Trustee and Agents                                      

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

Section 12.7.  No Personal Liability of Directors, Officers, Employees and      
Shareholders                                                                    

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

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Section 12.8.   Governing Law                                                   

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

Section 12.9.   Currency Indemnity.                                             

          U.S. dollars are the sole currency of account and payment for all sums
payable by the Company and the Guarantors under or in connection with the Notes,
including damages. Any account received or recovered in a currency other than   
dollars (whether as a result of, or the enforcement of, a judgment or order of a
court of any jurisdiction, in the liquidation, dissolution or other winding-up  
of the affairs of the Company or the Guarantors or otherwise) by any Holder of a
Note in respect of any sum expressed to be due to it from the Company or the    
Guarantors shall only constitute a discharge to the Company and the Guarantors  
to the extent of the dollar amount which the recipient is able to purchase with 
the amount so received or recovered in that other currency on the date of that  
receipt or recovery (or, if it is not practicable to make that purchase on that 
date, on the first date on which it is practicable to do so). If that dollar    
amount is less than the dollar amount expressed to be due to the recipient under
any Note, the Company and the Guarantors shall indemnify it against any loss    
sustained by it as a result. In any event, the Company and the Guarantors shall 
indemnify the recipient against the cost of making any such purchase. For the   
purposes of this paragraph, it will be sufficient for the Holder of a Note to   
certify in a satisfactory manner (indicating the sources of information used)   
that it would have suffered a loss had an actual purchase of dollars been made  
with the amount so received in that other currency on the date of receipt or    
recovery (or, if a purchase of dollars on such date had not been practicable, on
the first date on which it would have been practicable, it being required that  
the need for a change of date be certified in the manner mentioned above). These
indemnities constitute a separate and independent obligation from the Company's 
and the Guarantors' other obligations, shall give rise to a separate and        
independent cause of action, shall apply irrespective of any indulgence granted 
by any Holder of a Note and shall constitute in full force and effect despite   
any other judgment, order, claim or proof for a liquidated amount in respect of 
any sum due under any Note.                                                     

Section 12.10.  Consent to Jurisdiction and Service                             

      To the fullest extent permitted by applicable law, the Company and
each of the Guarantors hereby irrevocably submit to the jurisdiction of any     
Federal or State court located in the Borough of Manhattan in The City of New   
York, New York in any suit, action or proceeding based on or arising out of or  
relating to this Agreement or any Notes or Exchange Notes, and irrevocably agree
that all claims in respect of such suit or proceeding may be determined in any  
such court.  The Company and each of the Guarantors irrevocably waive, to the   
fullest extent permitted by law, any objection which they may have to the laying
of the venue of any such suit, action or proceeding brought in such a court and 
any claim that any suit, action or proceeding brought in such a court has been  
brought in an inconvenient forum.  The Company and each of the Guarantors agree 
that final judgment in any such suit, action or proceeding brought in such a    
court shall be conclusive and binding upon the Company and each such Guarantor  
and may be enforced in the courts of Bermuda (or any other courts to the        
jurisdiction of which the Company                                               

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or such Guarantor is subject) by a suit upon such judgment, provided that       
                                                --------
service of process is effected upon the Company or such Guarantor in the manner 
specified herein or as otherwise permitted by law. The Company and each of the  
Guarantors hereby irrevocably designate and appoint CT Corporation System, 1633 
Broadway - 23rd Floor, New York, New York (the "Process Agent"), as the         
authorized agent of the Company and each such Guarantor upon whom process may be
served in any such suit or proceeding, it being understood that the designation 
and appointment of the Process Agent as such authorized agent shall become      
effective immediately without any further action on the part of the Company or  
any Guarantor. The Company and each of the Guarantors hereby represent to each  
Initial Purchaser that they have notified the Process Agent of such designation 
and appointment and that the Process Agent has accepted the same in writing. The
Company and each of the Guarantors hereby irrevocably authorize and direct the  
Process Agent to accept such service. The Company and each of the Guarantors    
further agree that service of process upon the Process Agent and written notice 
of said service to the Company mailed by prepaid registered first class mail or 
delivered to the Process Agent at its principal office, shall be deemed in every
respect effective service of process upon the Company and each Guarantor in any 
such suit or proceeding. Nothing herein shall affect the right of any Initial   
Purchaser or any person controlling any Initial Purchaser to serve process in   
any other matter permitted by law. The Company and each of the Guarantors       
further agree to take any and all action, including the execution and filing of 
any and all such documents and instruments as may be necessary to continue such 
designation and appointment of the Process Agent in full force and effect so    
long as the Company or any Guarantor has any outstanding obligations under this 
Agreement, the Notes, the Exchange Notes or the Indenture. To the extent that   
the Company or any Guarantor has or hereafter may acquire any immunity from     
jurisdiction of any court or from any legal process (whether through service of 
note, attachment prior to judgment, attachment in aid of execution, executor or 
otherwise) with respect to itself or its property, the Company and each such    
Guarantor hereby irrevocably waive such immunity in respect of their respective 
obligations under this Agreement, to the extent permitted by law.               

Section 12.11.   No Adverse Interpretation of Other Agreements                  

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

Section 12.12.   Successors                                                     

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

Section 12.13.   Severability                                                   

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

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Section 12.14.   Counterpart Originals                                          

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

Section 12.15.   Table of Contents, Headings, etc.                              

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

[Indenture signature page follows]                          

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                          [Indenture signature page]

Dated as of January 29, 2001            Global Crossing Holdings Ltd.           

                     By: /s/ Lorraine Dean
                                           -----------------------------------
                           Name: Lorraine Dean
                                           Title: Vice President and Secretary

                  Guarantor:

                    Global Crossing Ltd.

                       By: /s/ Mitchell Sussis
                                           -----------------------------------
                             Name: Mitchell Sussis
                        Title: Secretary

                                  United States Trust Company of New
                York, as Trustee

                      By: /s/ Cynthia Chaney
                                           -----------------------------------
                            Name: Cynthia Chaney
                                       Title: Assistant Vice President

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EXHIBIT A-1 

(Face of Note)  

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

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

                                                                           CUSIP

8.70 % [Series A][Series B] Senior Notes due 2007 

No.                                                               $             

Global Crossing Holdings Ltd. 

promises to pay to Cede & Co.                                                   

or registered assigns, the principal sum of                                     

Dollars on August 1, 2007.                                                      

Interest Payment Dates:  February 1 and August 1. 

Record Dates:  January 15 and July 15.  

                   Global Crossing Holdings Ltd.

                   By: _________________________
     Name:
      Title:

                   Global Crossing Holdings Ltd.

                   By: _________________________
     Name:
      Title:

This is one of the                                                              

Notes referred to in the                                                        

within-mentioned Indenture:                                                     

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United States Trust Company of New York,                                        
as Trustee                                                                      

By:____________________________                       Dated:  January 29, 2001  
Name:                                                                           
Title:                                                                          

A-1-2 

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(Back of Note)  

[Series A] [Series B] 8.70 % Senior Notes due 2007                              

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated. For the purposes 
of this Note, the term "Notes" shall refer only to the Company's 8.70% Senior   
Notes due 2007.                                                                 

1.   Interest.                                              

     Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 8.70% per annum
from January 29, 2001 until maturity and shall pay the Special Interest payable 
pursuant to Section 5 of the Registration Rights Agreement referred to below.   
The Company shall pay interest and Special Interest semi-annually on February 1 
and August 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date").  Interest on the     
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there 
is no existing Default in the payment of interest, and if this Note is          
authenticated between a record date referred to on the face hereof and the next 
succeeding Interest Payment Date, interest shall accrue from such next          
succeeding Interest Payment Date; provided, further, that the first Interest    
Payment Date shall be August 1, 2001.  The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue   
principal and premium, if any, from time to time on demand at a rate that is    
1.0% per annum in excess of the rate then in effect; it shall pay interest      
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Special Interest (without regard to any    
applicable grace periods) from time to time on demand at the same rate to the   
extent lawful.  Interest shall be computed on the basis of a 360-day year of    
twelve 30-day months.                                                           

2.   Method of Payment.                                     

 The Company shall pay interest on the Notes (except defaulted
interest) and Special Interest to the Persons who are registered Holders of     
Notes at the close of business on the January 15 or July 15 next preceding the  
Interest Payment Date, even if such Notes are canceled after such record date   
and on or before such Interest Payment Date, except as provided in Section 2.12 
of the Indenture with respect to defaulted interest.  The Notes shall be payable
as to principal, premium and Special Interest, if any, and interest at the      
office or agency of the Company maintained for such purpose within or without   
the City and State of New York, or, at the option of the Company, payment of    
interest and Special Interest may be made by check mailed to the Holders at     
their addresses set forth in the register of Holders, and provided that payment 
by wire transfer of immediately available funds shall be required with respect  
to principal of and interest, premium and Special Interest on, all Global Notes 
and all other Notes the Holders of which shall have provided wire transfer      
instructions to the Company or the Paying Agent.  Such payment shall be in such 
coin or currency of the United States of America as at the time of payment is   
legal tender for payment of public and private debts.                           

A-1-3 

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3.   Paying Agent and Registrar.                            

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

4.   Indenture.                                             

       The Company issued the Notes under an Indenture dated as of January
29, 2001 ("Indenture") among the Company, the Guarantors and the Trustee.  The  
terms of the Notes include those stated in the Indenture and those made part of 
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15   
U.S. Code (S)(S)77aaa-77bbbb) (the "TIA").  The Notes are subject to all such   
terms, and Holders are referred to the Indenture and the TIA for a statement of 
such terms.  To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $1 billion in 
aggregate principal amount.                                                     

5.   Optional Redemption.                                   

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

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

         (c)  Any redemption pursuant to this Section 5 shall be made pursuant
to the provisions of Sections 3.1 through 3.6 of the Indenture.                 

6.   Optional Tax Redemption.                               

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

A-1-4 

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therein having the power to tax, or any change in the official application or   
interpretation of such laws, regulations or rulings, or any change in the       
official application or interpretation of, or any execution of or amendment to, 
any treaty or treaties affecting taxation to which such jurisdiction (or such   
political subdivision or taxing authority) is a party (a "Change in Tax Law"),  
which becomes effective on or after January 23, 2001, the Company or a successor
corporation is or would be required on the next succeeding interest payment date
to pay Additional Amounts with respect to the Notes (as described under Section 
7 hereof), and the payment of such Additional Amounts cannot be avoided by the  
use of any reasonable measures available to the Company or a successor          
corporation.                                                                    

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

7.   Payment of Additional Amounts.                         

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

        (a)  Any tax, assessment or other governmental charge that would not
have been imposed but for (i) the existence of any present or former connection 
between such Holder (or between a fiduciary, settlor, beneficiary, member or    
shareholder of, or possessor of a power over, such Holder, if such Holder is an 
estate, trust, partnership, limited liability company or corporation) and the   
taxing jurisdiction or any political subdivision or territory or possession     
thereof or area subject to its jurisdiction, including, without limitation, such
Holder (or such                                                                 

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fiduciary, settlor, beneficiary, member, shareholder or possessor) being or     
having been a citizen or resident thereof or being or having been present or    
engaged in a trade or business therein or having or having had a permanent      
establishment therein, (ii) the presentation of a Note (where presentation is   
required) for payment on a date more than 30 days after (x) the date on which   
such payment became due and payable or (y) the date on which payment thereof is 
duly provided for, whichever occurs later, or (iii) the presentation of a Note  
for payment in Bermuda or any political subdivision thereof or therein, unless  
such Note could not have been presented for payment elsewhere;                  

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

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

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

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

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

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

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

8.   Mandatory Redemption.                                  

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

9.   Repurchase at Option of Holder.                        

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

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

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

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100% of the principal amount thereof, plus accrued and unpaid interest thereon  
to the date of purchase, in accordance with the procedures set forth in Article 
3 of the Indenture and the agreements governing such pari passu Indebtedness. To
the extent that any Excess Proceeds remain after consummation of an Asset Sale  
Offer, the Company may use such Excess Proceeds for any purpose not otherwise   
prohibited by the Indenture. If the aggregate principal amount of Notes and pari
passu Indebtedness tendered into such Asset Sale Offer surrendered by Holders   
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the     
Notes and pari passu Indebtedness to be purchased on a pro rata basis. Upon     
completion of such Asset Sale Offer, the amount of Excess Proceeds shall be     
reset at zero for purposes of the first sentence of this paragraph.             

10.  Notice of Redemption.                                  

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

11.  Denominations, Transfer, Exchange.                     

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

12.  Persons Deemed Owners.                                 

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

13.  Amendment, Supplement and Waiver.                      

  Subject to certain exceptions, the Indenture, the Notes or any
Guarantee may be amended or supplemented with the consent of the Holders of at  
least a majority in principal amount of the then outstanding Notes voting as a  
single class, and any existing default or compliance with any provision of the  
Indenture, the Notes or any Guarantee may be waived with the consent of the     
Holders of a majority in principal amount of the then outstanding Notes voting  
as a single class.  Without the consent of any Holder of a Note, the Indenture, 
the Notes or any Guarantee may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to                                                     

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provide for uncertificated Notes in addition to or in place of certificated     
Notes, to provide for the assumption of the Company's or any Guarantor's        
obligations to Holders of the Notes in case of a merger or consolidation, to    
make any change that would provide any additional rights or benefits to the     
Holders of the Notes or that does not adversely affect the legal rights under   
the Indenture of any such Holder, to comply with the requirements of the SEC in 
order to effect or maintain the qualification of the Indenture under the TIA, or
to allow any Guarantor to execute a supplemental indenture to the Indenture.    

14.  Defaults and Remedies.                                 

          (a)  Events of Default under the Indenture include: (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when   
the same becomes due and payable if such default continues for a period of 30   
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.7, 4.9, 4.10,    
4.15 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted     
Subsidiary for 60 days after notice to comply with any of its other agreements  
in the Indenture or this Note; (v) default under any mortgage, indenture or     
instrument under which there may be issued or by which there may be secured or  
evidenced any Indebtedness for money borrowed by the Company or any of its      
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now  
exists, or is created after the date of the Indenture, which default results in 
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness or the maturity of which has been so      
accelerated, aggregates $25.0 million or more; (vi) failure by the Company or   
any of its Restricted Subsidiaries to pay final judgments not subject to appeal 
aggregating in excess of $25.0 million (net of applicable insurance coverage    
which is acknowledged in writing by the insurer), which judgments are not paid, 
discharged or stayed for a period of 60 days; (vii) except as permitted by the  
Indenture, any Guarantee shall be held in any judicial proceeding to be         
unenforceable or invalid or shall cease for any reason to be in full force and  
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall 
deny or disaffirm its obligations under its Guarantee; and (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of the Company's 
Restricted Subsidiaries.                                                        

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

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Indenture, except a continuing Default or Event of Default in the payment of    
interest on, or principal of, the Notes. The Company shall deliver to the       
Trustee annually a statement regarding compliance with the Indenture, and the   
Company, upon becoming aware of any Default or Event of Default, deliver to the 
Trustee a statement specifying such Default or Event of Default.                

15.  Additional Restricted Subsidiary Guarantees.           

         If any Restricted Subsidiary guarantees any Debt Securities issued by
the Company after January 29, 2001, then such Restricted Subsidiary shall become
a Guarantor and execute a supplemental indenture and deliver an Opinion of      
Counsel, in accordance with the terms of the Indenture.                         

16.  Trustee Dealings with Company.                         

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

17.  No Recourse Against Others.                            

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

18.  Authentication.                                        

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

19.  Abbreviations.                                         

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

    20.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.                                                    

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

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21.  CUSIP Numbers.                                         

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

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

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

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Assignment Form 

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

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

__________________________________________________________________________      

__________________________________________________________________________      

__________________________________________________________________________      

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

and irrevocably appoint                                                         

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

__________________________________________________________________________      

Date:                                                                           

     Your Signature:

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

            Tax Identification No:

          SIGNATURE GUARANTEE:

                       _________________________________

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

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Option of Holder to Elect Purchase  

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

Section 4.10         Section 4.15                         

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

Date:                                                                           

               Your Signature:

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

                      Tax Identification No:

                    SIGNATURE GUARANTEE:

                                 _________________________________

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

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

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

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

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

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EXHIBIT A-2 

(Face of Regulation S Temporary Global Note)  

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

         THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES    
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED   
PURSUANT TO SECTION 2.7 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A         
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.             

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

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

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                                                                           CUSIP

[Series A] [Series B] 8.70% Senior Notes due 2007 

No.                                                                   $         

Global Crossing Holdings Ltd. 

promises to pay to Cede & Co.                                                   

or registered assigns, the principal sum of                                     

Dollars on August 1, 2007.                                                      

Interest Payment Dates:  February 1 and August 1. 

Record Dates:  January 15 and July 15.  

                             Global Crossing Holdings Ltd.

                              By:___________________________
               Name:
                Title:

                              By:___________________________
               Name:
                Title:

This is one of the                                                              

Notes referred to in the                                                        

within-mentioned Indenture:                                                     

United States Trust Company of New York,                                        

as Trustee                                                                      

By:___________________________     Dated: January 29, 2001                      
Name:                                                                           
Title:                                                                          

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(Back of Regulation S Temporary Global Note)  

[Series A] [Series B] 8.70% Senior Notes due 2007                               

Capitalized terms used herein shall have the meanings assigned to them in the   
Indenture referred to below unless otherwise indicated. For the purposes of this
Note, the term "Notes" shall refer only to the Company's 8.70% Senior Notes due 
2007.                                                                           

1.   Interest.                                              

   Global Crossing Holdings Ltd., a Bermuda company (the "Company"),
promises to pay interest on the principal amount of this Note at 8.70 % per     
annum from January 29, 2001 until maturity and shall pay the Special Interest   
payable pursuant to Section 5 of the Registration Rights Agreement referred to  
below.  The Company shall pay interest and Special Interest semi-annually on    
February 1 and August 1 of each year, or if any such day is not a Business Day, 
on the next succeeding Business Day (each an "Interest Payment Date").  Interest
on the Notes shall accrue from the most recent date to which interest has been  
paid or, if no interest has been paid, from the date of issuance; provided that 
if there is no existing Default in the payment of interest, and if this Note is 
authenticated between a record date referred to on the face hereof and the next 
succeeding Interest Payment Date, interest shall accrue from such next          
succeeding Interest Payment Date; provided, further, that the first Interest    
Payment Date shall be August  1, 2001.  The Company shall pay interest          
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate    
that is 1.0% per annum in excess of the rate then in effect; it shall pay       
interest (including post-petition interest in any proceeding under any          
Bankruptcy Law) on overdue installments of interest and Special Interest        
(without regard to any applicable grace periods) from time to time on demand at 
the same rate to the extent lawful.  Interest shall be computed on the basis of 
a 360-day year of twelve 30-day months.                                         

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

2.   Method of Payment.                                     

         The Company shall pay interest on the Notes (except defaulted interest)
and Special Interest to the Persons who are registered Holders of Notes at the  
close of business on the January 15 or July 15 next preceding the Interest      
Payment Date, even if such Notes are canceled after such record date and on or  
before such Interest Payment Date, except as provided in Section 2.12 of the    
Indenture with respect to defaulted interest.  The Notes shall be payable as to 
principal, premium and Special Interest, if any, and interest at the office or  
agency of the Company maintained for such purpose within or without the City and
State of New York, or, at the option of the Company, payment of interest and    
Special Interest may be made by check mailed to the Holders at their addresses  
set forth in the register of Holders, and provided that payment by wire transfer
of immediately available funds shall be required with respect to                

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principal of and interest, premium and Special Interest on, all Global Notes and
all other Notes the Holders of which shall have provided wire transfer          
instructions to the Company or the Paying Agent. Such payment shall be in such  
coin or currency of the United States of America as at the time of payment is   
legal tender for payment of public and private debts.                           

3.   Paying Agent and Registrar.                            

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

4.   Indenture.                                             

         The Company issued the Notes under an Indenture dated as of January 29,
2001 ("Indenture") among the Company, the Guarantors and the Trustee.  The terms
of the Notes include those stated in the Indenture and those made part of the   
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.  
Code (S)(S)77aaa-77bbbb) (the "TIA").  The Notes are subject to all such terms, 
and Holders are referred to the Indenture and the TIA for a statement of such   
terms.  To the extent any provision of this Note conflicts with the express     
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.  The Notes are obligations of the Company limited to $1.0 billion  
in aggregate principal amount.                                                  

5.   Optional Redemption.                                   

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

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

        (c)   Any redemption pursuant to this Section 5 shall be made pursuant
to the provisions of Sections 3.1 through 3.6 of the Indenture.                 

6.   Optional Tax Redemption.                               

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

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by the Company or a successor corporation, or its paying agent in its capacity  
as such or any political subdivision or governmental authority thereof or       
therein having the power to tax or (z) any other jurisdiction, other than the   
United States, in which the Company or a successor corporation is organized, or 
any political subdivision or governmental authority thereof or therein having   
the power to tax, or any change in the official application or interpretation of
such laws, regulations or rulings, or any change in the official application or 
interpretation of, or any execution of or amendment to, any treaty or treaties  
affecting taxation to which such jurisdiction (or such political subdivision or 
taxing authority) is a party (a "Change in Tax Law"), which becomes effective on
or after January 23, 2001, the Company or a successor corporation is or would be
required on the next succeeding interest payment date to pay Additional Amounts 
with respect to the Notes (as described under Section 7 hereof), and the payment
of such Additional Amounts cannot be avoided by the use of any reasonable       
measures available to the Company or a successor corporation.                   

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

7.   Payment of Additional Amounts.                         

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

       (a) Any tax, assessment or other governmental charge that would not
have been imposed but for (i) the existence of any present or former connection 
between such Holder (or                                                         

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

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

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

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

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

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

        The Company shall provide the Trustee with the official acknowledgment
of the relevant taxing authority (or, if such acknowledgment is not available, a
certified copy thereof)                                                         

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evidencing the payment of the withholding taxes, if any, by the Company. Copies 
of such documentation shall be made available to the Holders of the Notes or the
Paying Agent, as applicable, upon request therefor.                             

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

8.   Mandatory Redemption.                                  

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

9.   Repurchase at Option of Holder.                        

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

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

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

10.   Notice of Redemption.                                   

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

11.   Denominations, Transfer, Exchange.                      

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

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

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12.  Persons Deemed Owners.                                 

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

13.  Amendment, Supplement and Waiver.                      

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

14.  Defaults and Remedies.                                 

          (a)  Events of Default under the Indenture include: (i) the failure to
pay interest on, or Special Interest, if any, with respect to the Notes, when   
the same becomes due and payable if such default continues for a period of 30   
days, (ii) the failure to pay principal of any Notes when such principal becomes
due and payable, at maturity, upon redemption or otherwise; (iii) failure by the
Company or any Restricted Subsidiary to comply with Sections 4.7, 4.9, 4.10,    
4.15 or 5.1 of the Indenture; (iv) failure by the Company or any Restricted     
Subsidiary for 60 days after notice to comply with any of its other agreements  
in the Indenture or this Note; (v) default under any mortgage, indenture or     
instrument under which there may be issued or by which there may be secured or  
evidenced any Indebtedness for money borrowed by the Company or any of its      
Restricted Subsidiaries (or the payment of which is guaranteed by the Company or
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now  
exists, or is created after the date of the Indenture, which default results in 
the acceleration of such Indebtedness prior to its express maturity and, in each
case, the principal amount of any such Indebtedness, together with the principal
amount of any other such Indebtedness or the maturity of which has been so      
accelerated, aggregates $25.0 million or more; (vi) failure by the Company or   
any of its Restricted Subsidiaries to pay final judgments not subject to appeal 
aggregating in excess of $25.0 million (net of applicable insurance coverage    
which is acknowledged in writing by the insurer), which judgments are not paid, 
discharged or stayed for a period of 60 days; (vii) except as permitted by the  
Indenture, any Guarantee shall be held in any judicial proceeding to be         
unenforceable or invalid or shall cease for any reason to be in full force and  
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall 
deny or disaffirm its obligations under its Guarantee; and (viii) certain events
of bankruptcy or insolvency with respect to the Company or any of the Company's 
Restricted Subsidiaries.                                                        

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

15.  Additional Restricted Subsidiary Guarantees.           

         If any Restricted Subsidiary guarantees any Debt Securities issued by
the Company after January 29, 2001, then such Restricted Subsidiary shall become
a Guarantor and execute a supplemental indenture and deliver an Opinion of      
Counsel, in accordance with the terms of the Indenture.                         

16.  Trustee Dealings with Company.                         

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

17.  No Recourse Against Others.                            

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

18.  Authentication.                                        

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

19.  Abbreviations.                                         

     Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the    
entirety), JT TEN (=                                                            

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joint tenants with right of survivorship and not as tenants in common), CUST (= 
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).                        

    20.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes.                                                    

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

21.  CUSIP Numbers.                                         

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

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

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

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Assignment Form 

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

______________________________________________________________________________  

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

______________________________________________________________________________  

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

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

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

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

and irrevocably appoint                                                         

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

______________________________________________________________________________  

==============================================================================  
Date:                                                                           

               Your Signature:

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

                      Tax Identification No:

                    SIGNATURE GUARANTEE:

                                 _________________________________

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

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Option of Holder to Elect Purchase  

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

Section 4.10                    Section 4.15                  

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

______________________________________________________________________________  

==============================================================================  
Date:                                                                           

               Your Signature:

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

                      Tax Identification No:

                    SIGNATURE GUARANTEE:

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

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SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE 

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

                                                        [Enlarge/Download Table]

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

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EXHIBIT B 

FORM OF CERTIFICATE OF TRANSFER 

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

United States Trust Company of New York                                         
114 West 47th Street - 25th Floor                                               
New York, New York 10036                                                        
Attention:  Corporate Trust Division                                            

Re:  8.70% Senior Notes due 2007                              

         Reference is hereby made to the Indenture, dated as of January 29, 2001
(the "Indenture"), among Global Crossing Holdings Ltd., as issuer (the          
"Company"), the Guarantors and United States Trust Company of New York, as      
trustee.  Capitalized terms used but not defined herein shall have the meanings 
given to them in the Indenture.                                                 

      ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the         
principal amount of $___________ in such Note[s] or interests (the "Transfer"), 
to  __________ (the "Transferee"), as further specified in Annex A hereto.  In  
connection with the Transfer, the Transferor hereby certifies that:             

[CHECK ALL THAT APPLY]                                                          

1.   Check if Transferee will take delivery of a beneficial interest in the 144A
 Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the 
  United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the    
 beneficial interest or Definitive Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the
   beneficial interest or Definitive Note for its own account, or for one or
   more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a "qualified     
institutional buyer" within the meaning of Rule 144A in a transaction 
  meeting the requirements of Rule 144A and such Transfer is in compliance
 with any applicable blue sky securities laws of any state of the United
   States. Upon consummation of the proposed Transfer in accordance with the
   terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the 144A Global Note and/or the   
Definitive Note and in the Indenture and the Securities Act.          

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2.   Check and complete if Transferee will take delivery of a beneficial        
   interest in a Definitive Note pursuant to any provision of the Securities
     Act other than Rule 144A or Regulation S. The Transfer is being effected in
compliance with the transfer restrictions applicable to beneficial    
  interests in Restricted Global Notes and Restricted Definitive Notes and
  pursuant to and in accordance with the Securities Act and any applicable
     blue sky securities laws of any state of the United States, and accordingly
the Transferor hereby further certifies that (check one):             

      (a)  such Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act;                                         

or                                                          

       (b)  such Transfer is being effected to the Company or a subsidiary
thereof;                                                                        

or                                                          

 (c)  such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the      
prospectus delivery requirements of the Securities Act.                         

3.   Check if Transferee will take delivery of a beneficial interest in an      
Unrestricted Global Note or of an Unrestricted Definitive Note.       

        (a)  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities 
Act and in compliance with the transfer restrictions contained in the Indenture 
and any applicable blue sky securities laws of any state of the United States   
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the      
Securities Act.  Upon consummation of the proposed Transfer in accordance with  
the terms of the Indenture, the transferred beneficial interest or Definitive   
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted  
Definitive Notes and in the Indenture.                                          

         (b)  Check if Transfer is Pursuant to Regulation S.  (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under 
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the   
United States and (ii) the restrictions on transfer contained in the Indenture  
and the Private Placement Legend are not required in order to maintain          
compliance with the Securities Act.  Upon consummation of the proposed Transfer 
in accordance with the terms of the Indenture, the transferred beneficial       
interest or Definitive Note will no longer be subject to the restrictions on    
transfer enumerated in the Private Placement Legend printed on the Restricted   
Global Notes, on Restricted Definitive Notes and in the Indenture.              

   (c)  Check if Transfer is Pursuant to Other Exemption.  (i) The
Transfer is being effected pursuant to and in compliance with an exemption from 
the registration requirements of the Securities Act other than Rule 144, Rule   
903 or Rule 904 and in compliance                                               

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with the transfer restrictions contained in the Indenture and any applicable    
blue sky securities laws of any State of the United States and (ii) the         
restrictions on transfer contained in the Indenture and the Private Placement   
Legend are not required in order to maintain compliance with the Securities Act.
Upon consummation of the proposed Transfer in accordance with the terms of the  
Indenture, the transferred beneficial interest or Definitive Note will not be   
subject to the restrictions on transfer enumerated in the Private Placement     
Legend printed on the Restricted Global Notes or Restricted Definitive Notes and
in the Indenture.                                                               

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

                           [Insert Name of Transferor]

                                 By:______________________________
       Name:
        Title:

Dated: ______________, _____                                                    

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ANNEX A TO CERTIFICATE OF TRANSFER  

1.   The Transferor owns and proposes to transfer the following:                

[CHECK ONE OF (a) OR (b)] 

(a)  a beneficial interest in the:                                    

(i)   144A Global Note (CUSIP  ____), or                    

(ii)  Regulation S Global Note (CUSIP  ____): or            

(b)        a Restricted Definitive Note.                              

2.   After the Transfer the Transferee will hold:                               

[CHECK ONE] 

(a)  a beneficial interest in the:                                    

(i)   144A Global Note (CUSIP  ___), or                     

(ii)  Regulation S Global Note (CUSIP  ___), or             

(iii) Unrestricted Global Note (CUSIP  ___); or             

(b)  Restricted Definitive Note; or                                   

(c)  an Unrestricted Definitive Note,                                 

in accordance with the terms of the Indenture.                        

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EXHIBIT C 

FORM OF CERTIFICATE OF EXCHANGE 

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

United States Trust Company of New York                                         
114 West 47th Street - 25th Floor                                               
New York, New York  10036                                                       
Attention:  Corporate Trust Division                                            

Re:  8.70% Senior Notes due 2007                            
-----------------------------                         

(CUSIP ______________)  

      Reference is hereby made to the Indenture, dated as of January 29,
2001 (the "Indenture"), among Global Crossing Holdings Ltd., as issuer (the     
"Company"), the Guarantors and United States Trust Company of New York, as      
trustee.  Capitalized terms used but not defined herein shall have the meanings 
given to them in the Indenture.                                                 

         ____________, (the "Owner") owns and proposes to exchange the Note[s]
or interest in such Note[s] specified herein, in the principal amount of        
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:                                  

1.   Exchange of Restricted Definitive Notes or Beneficial Interests in a       
--------------------------------------------------------------------  
Restricted Global Note for Unrestricted Definitive Notes or Beneficial
----------------------------------------------------------------------
Interests in an Unrestricted Global Note.                             
-----------------------------------------                             

      (a)  Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note.  In          
connection with the Exchange of the Owner's beneficial interest in a Restricted 
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is     
being acquired for the Owner's own account without transfer, (ii) such Exchange 
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on       
transfer contained in the Indenture and the Private Placement Legend are not    
required in order to maintain compliance with the Securities Act and (iv) the   
beneficial interest in an Unrestricted Global Note is being acquired in         
compliance with any applicable blue sky securities laws of any state of the     
United States.                                                                  

      (b)  Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note.  In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted 
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being    
acquired for the Owner's own account without                                    

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transfer, (ii) such Exchange has been effected in compliance with the transfer  
restrictions applicable to the Restricted Global Notes and pursuant to and in   
accordance with the Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to  
maintain compliance with the Securities Act and (iv) the Definitive Note is     
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.                                                     

(c)  Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the      
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such       
Exchange has been effected in compliance with the transfer restrictions         
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the         
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being    
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.                                                           

(d)  Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note.  In connection with the Owner's Exchange of a     
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and    
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not    
required in order to maintain compliance with the Securities Act and (iv) the   
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.                     

2.   Exchange of Restricted Definitive Notes or Beneficial Interests in         
------------------------------------------------------------------    
Restricted Global Notes for Restricted Definitive Notes or Beneficial 
--------------------------------------------------------------------- 
Interests in Restricted Global Notes.                                 
-------------------------------------                                 

      (a)  Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note.  In connection with the Exchange of  
the Owner's beneficial interest in a Restricted Global Note for a Restricted    
Definitive Note with an equal principal amount, the Owner hereby certifies that 
the Restricted Definitive Note is being acquired for the Owner's own account    
without transfer.  Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue 
to be subject to the restrictions on transfer enumerated in the Private         
Placement Legend printed on the Restricted Definitive Note and in the Indenture 
and the Securities Act.                                                         

(b)  Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the      
[CHECK ONE] Regulation S Global Note, the Owner hereby certifies (i) the        
beneficial interest is being acquired for the Owner's own account without       
transfer and (ii) such Exchange has been effected in compliance with the        
transfer restrictions applicable to the Restricted Global Notes and pursuant    

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to and in accordance with the Securities Act, and in compliance with any        
applicable blue sky securities laws of any state of the United States. Upon     
consummation of the proposed Exchange in accordance with the terms of the       
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant     
Restricted Global Note and in the Indenture and the Securities Act.             

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

                                   ___________________________________
                      [Insert Name of Owner]

                                   By: _______________________________
       Name:
        Title:

Dated:  __________, ____                                    

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EXHIBIT D 

FORM OF NOTATION OF GUARANTEE 

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally         
guaranteed, to the extent set forth in the Indenture and subject to the         
provisions in the Indenture dated as of January 29, 2001 (the "Indenture") among
Global Crossing Holdings Ltd., the Guarantors signatories thereto and United    
States Trust Company of New York, as trustee (the "Trustee"), (a) the due and   
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption 
or otherwise, the due and punctual payment of interest on overdue principal and 
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the       
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other       
obligations, that the same will be promptly paid in full when due or performed  
in accordance with the terms of the extension or renewal, whether at stated     
maturity, by acceleration or otherwise.  The obligations of the Guarantors to   
the Holders of Notes and to the Trustee pursuant to the Guarantee and the       
Indenture are expressly set forth in Article 10 of the Indenture and reference  
is hereby made to the Indenture for the precise terms of the Guarantee.  Each   
Holder of a Note, by accepting the same, (a) agrees to and shall be bound by    
such provisions and (b) appoints the Trustee attorney-in-fact for such purpose. 

                        [Guarantor(s)]

                                           By:  ____________________________
               Name:
                Title:

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EXHIBIT E 

FORM OF SUPPLEMENTAL INDENTURE  

TO BE DELIVERED BY SUBSEQUENT GUARANTORS  

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of
____________________, among _____________________ (the "Guarantor"), a          
subsidiary of Global Crossing Holdings Ltd. (or its successor), a company       
organized under the laws of Bermuda (the "Company"), and United States Trust    
Company of New York, as trustee under the indenture referred to below (the      
"Trustee").                                                                     

W I T N E S S E T H 

     WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of January 29, 2001, providing 
for the issuance of an aggregate principal amount at maturity of $1,000,000,000 
of 8.70% Senior Notes due 2007 (the "Notes");                                   

       WHEREAS, Section 4.22 of the Indenture provides that, under certain
circumstances, the Company is required to cause the Guarantor to execute and    
deliver to the Trustee a Subsidiary Guarantee on the terms and conditions set   
forth herein; and                                                               

     WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.                  

        NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the    
Guarantor and the Trustee mutually covenant and agree for the equal and ratable 
benefit of the Holders of the Notes as follows:                                 

  1.   CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.           

      2.   INDENTURE PROVISION PURSUANT TO WHICH SUBSIDIARY GUARANTEE IS
GIVEN.  This Supplemental Indenture is being executed and delivered pursuant to 
Section 4.22 of the Indenture.                                                  

         3.   AGREEMENTS TO SUBSIDIARY GUARANTEE.  The Guarantor hereby agrees
as follows:                                                                     

        (a)  The Guarantor, jointly and severally with all other Guarantors,
if any, unconditionally guarantees to each Holder of a Note authenticated and   
delivered by the Trustee and to the Trustee and its successors and assigns,     
regardless of the validity and enforceability of the Indenture, the Notes and   
the obligations of the Company under the Indenture and the Notes, that:         

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    (i)  the principal of, premium and Special Interest, if any, and
interest on the Notes shall be promptly paid in full when due, whether at       
maturity, by acceleration, redemption or otherwise, and interest on the overdue 
principal of, premium, interest and Special Interest, if any, on the Notes, to  
the extent lawful, and all other obligations of the Company to the Holders or   
the Trustee thereunder shall be promptly paid in full, all in accordance with   
the terms thereof; and                                                          

       (ii) in case of any extension of time for payment or renewal of any
Notes or any of such other obligations, that the same shall be promptly paid in 
full when due in accordance with the terms of the extension or renewal, whether 
at stated maturity, by acceleration or otherwise.                               

    Notwithstanding the foregoing, in the event that this Subsidiary
Guarantee would constitute or result in a violation of any applicable fraudulent
conveyance or similar law of any relevant jurisdiction, the liability of the    
Guarantor under this Supplemental Indenture and its Subsidiary Guarantee shall  
be limited to such amount as will not, after giving effect thereto, and to all  
other liabilities of the Guarantor, result in such amount constituting a        
fraudulent transfer or conveyance.                                              

4.   EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES        

(a)  To evidence its Subsidiary Guarantee set forth in this 
Supplemental Indenture, the Guarantor hereby agrees that a notation of such     
Subsidiary Guarantee substantially in the form of Annex A hereto shall be       
endorsed by an officer of such Guarantor on each Note authenticated and         
delivered by the Trustee after the date hereof.                                 

        (b)  Notwithstanding the foregoing, the Guarantor hereby agrees that
its Subsidiary Guarantee set forth herein shall remain in full force and effect 
notwithstanding any failure to endorse on each Note a notation of such          
Subsidiary Guarantee.                                                           

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

          (d)  The delivery of the Note by the Trustee, after the authentication
thereof under the Indenture, shall constitute due delivery of the Subsidiary    
Guarantee set forth in this Supplemental Indenture on behalf of the Guarantor.  

         (e)  The Guarantor hereby agrees that its obligations hereunder shall
be unconditional, regardless of the validity, regularity or enforceability of   
the Notes or the Indenture, the absence of any action to enforce the same, any  
waiver or consent by any Holder of the Notes with respect to any provisions     
hereof or thereof, the recovery of any judgment against the Company, any action 
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor.                         

      (f)  The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy 
of the Company, any right                                                       

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to require a proceeding first against the Company, protest, notice and all      
demands whatsoever and covenants that its Subsidiary Guarantee made pursuant to 
this Supplemental Indenture will not be discharged except by complete           
performance of the obligations contained in the Notes and the Indenture or      
pursuant to Section 5(b) of this Supplemental Indenture.                        

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

          (h)  The Guarantor hereby waives and will not in any manner whatsoever
claim or take the benefit or advantage of, any rights of reimbursement,         
indemnity or subrogation or any other rights against the Company or any other   
Guarantor as a result of any payment by such Guarantor under its Subsidiary     
Guarantee.  The Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand:                   

 (i)  the maturity of the obligations guaranteed hereby may be
accelerated as provided in Article 6 of the Indenture for the purposes of the   
Subsidiary Guarantee made pursuant to this Supplemental Indenture,              
notwithstanding any stay, injunction or other prohibition preventing such       
acceleration in respect of the obligations guaranteed hereby; and               

(ii) in the event of any declaration of acceleration of such
obligations as provided in Article 6, such obligations (whether or not due and  
payable) shall forthwith become due and payable by the Guarantor for the purpose
of the Subsidiary Guarantee made pursuant to this Supplemental Indenture.       

         (i)  The Guarantor shall have the right to seek contribution from any
other non-paying Guarantor, if any, so long as the exercise of such right does  
not impair the rights of the Holders under the Subsidiary Guarantee made        
pursuant to this Supplemental Indenture.                                        

       (j)  The Guarantor covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner        
whatsoever claim or take the benefit or advantage of, any stay, extension or    
usury law wherever enacted, now or at any time hereafter in force, which may    
affect the covenants or the performance of the Indenture or this Subsidiary     
Guarantee; and the Guarantor (to the extent that it may lawfully do so) hereby  
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to   
the Trustee, but will suffer and permit the execution of every such power as    
though no such law had been enacted.                                            

5.   GUARANTOR MAY CONSOLIDATE, ETC. ON CERTAIN TERMS       

          (a)  Except as set forth in Articles 4 and 5 of the Indenture, nothing
contained in the Indenture, this Supplemental Indenture or in the Notes shall   
prevent any consolidation or merger of the Guarantor with or into the Company or
any other Guarantor or shall prevent any                                        

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transfer, sale or conveyance of the property of the Guarantor as an entirety or 
substantially as an entirety, to the Company or any other Guarantor.            

         (b)  Except as set forth in Article 5 of the Indenture, upon the sale
or disposition of all of the Capital Stock of the Guarantor by the Company or   
the Subsidiary of the Company, or upon the consolidation or merger of the       
Guarantor with or into any Person, or the sale of all or substantially all of   
the assets of the Guarantor (in each case, other than to an Affiliate of the    
Company), such Guarantor shall be deemed automatically and unconditionally      
released and discharged from all obligations under this Subsidiary Guarantee    
without any further action required on the part of the Trustee or any Holder if 
no Default shall have occurred and be continuing; provided, that in the event of
an Asset Sale (including a sale of the Capital Stock of the Guarantor), the Net 
Cash Proceeds therefrom are treated in accordance with Section 4.10 of the      
Indenture.  Except with respect to transactions set forth in the preceding      
sentence, the Company and the Guarantor covenant and agree that upon any such   
consolidation, merger or transfer of assets, the performance of all covenants   
and conditions of this Supplemental Indenture to be performed by such Guarantor 
shall be expressly assumed by supplemental indenture satisfactory in form and   
substance to the Trustee, by the corporation formed by such consolidation, or   
into which the Guarantor shall have merged, or by the corporation which shall   
have acquired such property.  Upon receipt of an Officers' Certificate of the   
Company or the Guarantor, as the case may be, to the effect that the Company or 
such Guarantor has complied with the first sentence of this Section 5(b), the   
Trustee shall execute any documents reasonably requested by the Company or the  
Guarantor, at the cost of the Company or such Guarantor, as the case may be, in 
order to evidence the release of such Guarantor from its obligations under its  
Subsidiary Guarantee endorsed on the Notes and under the Indenture and this     
Supplemental Indenture.                                                         

    6.   RELEASES UPON RELEASE OF SUBSIDIARY GUARANTEE OF GUARANTEED
INDEBTEDNESS.                                                                   

 Concurrently with the release or discharge of the Guarantor's
guarantee of the payment of [describe indebtedness the guarantee of which gave  
rise to the delivery of this Supplemental Indenture] ("Guaranteed Debt") (other 
than a release or discharge by or as a result of payment under such guarantee of
Guaranteed Indebtedness), the Guarantor shall be automatically and              
unconditionally released and relieved of its obligations under this Supplemental
Indenture and its Subsidiary Guarantee made pursuant to Section 4 of this       
Supplemental Indenture.  Upon delivery by the Company to the Trustee of an      
Officer's Certificate to the effect that such release or discharge has occurred,
the Trustee shall execute any documents reasonably required in order to evidence
the release of the Guarantor from its obligations under this Supplemental       
Indenture and its Subsidiary Guarantee made pursuant hereto; provided such      
documents shall not affect or impair the rights of the Trustee and Paying Agent 
under Section 7.7 of the Indenture.                                             

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7.   NEW YORK LAW TO GOVERN.                                

         The internal law of the State of New York shall govern and be used to
construe this Supplemental Indenture.                                           

8.   COUNTERPARTS.                                          

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

9.   EFFECT OF HEADINGS.                                    

      The Section headings herein are for convenience only and shall not
effect the construction hereof.                                                 

[Signatures on following page]                              

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

Dated: ____________, ___                                              
           [Guarantor]

                       By:____________________
           Name:
            Title:

          as Trustee
Dated: ____________, ___                                              
                       By:____________________
           Name:
            Title:

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ANNEX A TO SUPPLEMENTAL INDENTURE 

FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE  

   For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally         
guaranteed, to the extent set forth in the Indenture and subject to the         
provisions in the Indenture dated as of January 29, 2001 (the "Indenture") among
Global Crossing Holdings Ltd., the Guarantors signatories thereto and United    
States Trust Company of New York, as trustee (the "Trustee"), (a) the due and   
punctual payment of the principal of, premium, if any, and interest on the Notes
(as defined in the Indenture), whether at maturity, by acceleration, redemption 
or otherwise, the due and punctual payment of interest on overdue principal and 
premium, and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Holders or the       
Trustee all in accordance with the terms of the Indenture and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other       
obligations, that the same will be promptly paid in full when due or performed  
in accordance with the terms of the extension or renewal, whether at stated     
maturity, by acceleration or otherwise.  The obligations of the Guarantors to   
the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and
the Indenture are expressly set forth in Article 10 of the Indenture and        
reference is hereby made to the Indenture for the precise terms of the Note     
Guarantee.  Each Holder of a Note, by accepting the same, (a) agrees to and     
shall be bound by such provisions and (b) appoints the Trustee attorney-in-fact 
of such Holder for such purpose.                                                

           [Guarantor]

                       By:____________________
           Name:
            Title:

E-7 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		8/1/07		7		113
		8/1/01		99		114
		5/15/01		59					10-Q
Filed on:		4/2/01
		1/29/01		1		140
		1/23/01		18		116
For Period End:		12/31/00							11-K
		5/18/98		56
		3/31/98		56
		1/21/98		12
									List all Filings