Articles of Association - Global Crossing Ltd. LDC



                             AMENDED AND RESTATED

                            ARTICLES OF ASSOCIATION

                                      OF

                           GLOBAL CROSSING LTD., LDC



                                                            January [ ], 1998

 
                               THE COMPANIES LAW

                           COMPANY LIMITED BY SHARES
                           -------------------------

                             AMENDED AND RESTATED

                            ARTICLES OF ASSOCIATION

                                      OF

                           GLOBAL CROSSING LTD., LDC


                                INTERPRETATION
                                --------------


1.   (a)  The regulations contained or incorporated in Table "A" in the First
          Schedule of the Companies Law (1995 Revision) shall not apply to this
          Company and the following regulations shall comprise the Articles of
          Association of the Company.

     (b)  In these Articles the words standing in the first column of the table
          next hereinafter contained shall bear the meanings set opposite to
          them respectively in the second column hereof, if not inconsistent
          with the subject or context.

     Words                     Meanings
     -----                     --------

     Administration Agreement  The agreement dated March 25, 1997 or any
                               subsequent agreement in substitution therefor,
                               between the Company and the Administrator setting
                               forth the terms and conditions under which the
                               Administrator will be engaged by the Company.

     Administrator             W.S. Walker & Company, or such other independent
                               Cayman Islands company engaged by the Company to
                               perform certain administrative functions for and
                               on behalf of the Company.

     Affiliate                 Shall mean any other person, directly or
                               indirectly, controlling or controlled by or under
                               direct or indirect common control with such
                               person.

     Bank Event of Default     Shall mean an event of default under the Senior
                               Credit Facilities or under the Senior Notes (each
                               as defined in the Purchase Agreement) or under
                               the Purchase Agreement that would permit the
                               lenders under such agreement or instrument to
                               accelerate the maturity of amounts owing
                               thereunder.

     Board of Directors        The Board of Directors of the Company.

 
     Business Day           Any day (except Saturday and Sunday) on which
                            banks in the Cayman Islands, Bermuda and New
                            York, New York are open for business.

     Cash Payment           The initial payment made to the Company in respect
                            of Shares.

     Class A Member         A holder of Class A Shares.

     Class B Member         A holder of Class B Shares.

     Class C Member         A holder of Class C Shares.

     Class D Member         A holder of Class D Shares.

     Class E Member         A holder of Class E Shares.

     Class A Shares         The Company's Class A Common Shares, par value of
                            U.S.$0.000001 per share.

     Class B Shares         The Company's Class B Common Shares, par value of
                            U.S.$0.000001 per share.

     Class C Shares         The Company's Class C Common Shares, par value of
                            U.S.$0.000001 per share.

     Class D Shares         The Company's Class D Common Shares, par value of
                            U.S.$0.000001 per share.

     Class E Shares         The Company's Class E Common Shares, par value of
                            U.S. $0.000001 per share.

     Code                   The United States Internal Revenue Code of 1986, 
                            as amended.

     Company                Global Crossing Ltd., LDC.

     Companies Law          The Companies Law (1995 Revision) of the Cayman
                            Islands and any statutory amendment or modification
                            thereof.  Any reference to a provision of the
                            Companies Law is to that provision as modified by
                            law for the time being in force.

     Distribution           All payments or distributions to holders of Shares.

     Dollars                The lawful currency of the United States.

     Fiscal Quarters        Shall have the meaning set forth in Article 20
                            hereof.

     Fiscal Year            Shall have the meaning set forth in Article 20
                            hereof.

                                       2

 
   Investment                  Any investment authorized by the Memorandum of
                               Association of the Company.
                              
   in writing                  Written, printed, lithographed, photographed,
                               telefaxed or telexed or represented by any other
                               substitute for writing or partly one and partly
                               another.
                              
   Manager                     Initially, PCG, in its capacity as Manager.
                              
   Member                      A person who is registered as the holder of
                               Shares in the Register for the time being kept by
                               or on behalf of the Company.
                              
   month                       Calendar month.

   "Net Income" or "Net Loss"  For any taxable period, the net income or net
                               loss of the Company for such period, determined
                               in accordance with section 703(a) of the Code,
                               including any items that are separately stated
                               for purposes of section 702(a) of the Code, as
                               determined in accordance with Federal income tax
                               accounting principles with the following
                               adjustments: (i) any income of the Company that
                               is exempt from Federal income tax (or would be
                               exempt if the Company were subject to Federal
                               income taxation) shall be included as income,
                               (ii) any expenditures of the Company described in
                               section 705(a)(2)(B) of the Code or treated as
                               section 705(a)(2)(B) of the Code expenditures
                               pursuant to Treasury Regulation section 1.704-
                               1(b)(2)(iv) shall be treated as current expenses,
                               and (iii) without giving effect to any
                               adjustments made pursuant to section 734 or 743
                               of the Code.

   Net Proceeds                Proceeds derived from the Company's investments,
                               including all cash proceeds and other property
                               received by the Company in respect of its
                               investments, including without limitation, any
                               dividends, interest or other amounts received on
                               investments and any proceeds received in
                               connection with dispositions in whole or in part
                               of any Investment.
                              
   Non-Qualified Person        A person or persons holding Shares in breach of
                               any restriction mentioned in Article 14 hereof.
                              
   PCG                         Pacific Capital Group, Inc., a California
                               corporation.
                              
   Purchase Agreement          The Note Purchase Agreement (as defined in the
                               Stockholders Agreement).
                              
   Register                    The register of members of the Company maintained
                               in accordance with Section 39 of the Companies
                               Law as supplemented by these Articles.

                                       3

 
     Seal                    The common seal of the Company including any
                             facsimile thereof.
                           
     Shares                  The Company's Class A Shares, Class B Shares, Class
                             C Shares, Class D Shares and Class E Shares.
                           
     signed                  Includes a signature or representation of a
                             signature affixed by mechanical means.
                           
     Stockholders Agreement  Stockholders Agreement, dated as of March 25, 1997,
                             among the Company and the Members party thereto, as
                             amended, supplemented or otherwise modified from
                             time to time.
                           
     Subscription Agreement  As defined in the Stockholders Agreement.
                           
     Term                    The term of the Company shall mean thirty years
                             from the date of organization subject to earlier
                             termination.
                           
     Treasury Regulations    The regulations promulgated under the Code by the
                             United States Treasury Department.
                           
     U.S. Person             The term "U.S. Person" shall mean (i) a citizen or
                             resident of the United States, (ii) a corporation,
                             partnership, or other entity created or organized
                             in the United States or under the laws of the
                             United States or of any political subdivision
                             thereof, (iii) an estate whose income is includible
                             in gross income for United States Federal income
                             tax purposes regardless of its source, or (iv) a
                             trust whose administration is subject to the
                             primary supervision of a United States court and
                             which has one or more United States fiduciaries who
                             have the authority to control all substantial
                             decisions of the trust.

2.   In these Articles, unless there be something in the subject or context
     inconsistent with such construction:

     (a)  Words importing the singular number shall include the plural number
          and vice versa.
              ---- ----- 

     (b)  Words importing the masculine gender only shall include the feminine
          gender.

     (c)  Words importing persons only shall include companies or associations
          or bodies of persons, whether corporate or not.

     (d)  The word "may" shall be construed as permissive and the word "shall"
          shall be construed as imperative.

     (e)  References to enactments shall include reference to any modification
          or re-enactments thereof for the time being in force.

     (f)  References to dollars (or $) are references to dollars of the United
          States of America.

                                       4

 
3.   Subject to the two preceding Articles any words defined in the Companies
     Law shall, if not inconsistent with the subject or context, bear the same
     meaning in these Articles.


                                  PRELIMINARY
                                  -----------


4.   The preliminary expenses incurred in forming the Company and in connection
     with its initial offer and issue of its Shares shall be paid by the
     Company.

5.   The business of the Company shall be commenced as soon after the
     organization of the Company as practicable.


                 SITUATION OF REGISTERED OFFICE OF THE COMPANY
                 ---------------------------------------------

6.   (a)  The Registered Office shall be at such address in the Cayman Islands
          as the Manager shall from time to time determine.

     (b)  The Company in addition to its Registered Office may establish and
          maintain such other offices and places of business and agencies in the
          Cayman Islands, Bermuda or elsewhere as the Manager may from time to
          time determine.


                                  MANAGEMENT
                                  ----------

7.   The management of the Company shall be vested exclusively with the Manager
     in accordance with these Articles and subject to the Stockholders
     Agreement; provided, however, that the Manager shall have no authority with
                --------  -------                                               
     respect to Global Telesystems Holdings Ltd., a Bermuda corporation and a
     wholly owned subsidiary of the Company ("GTH"), and the subsidiaries of
     GTH.  All authority, including, without limitation, the election of
     directors, with respect to GTH and its subsidiaries shall be vested
     exclusively with the Board of Directors except as provided in the
     Stockholders Agreement.

8.   Except as provided under the Companies Law and as otherwise explicitly
     stipulated in these Articles of Association, Members shall have no part in
     the management of the Company and shall have no authority or right in their
     capacity as Members to act on behalf of the Company in connection with any
     matter.  Employees of the Company and the Administrator shall have
     authority to act on behalf and in the name of the Company only to the
     extent authorized by the Manager or the Administration Agreement or as
     expressly authorized by these Articles.


                             SHARE CAPITAL; RIGHTS
                             ---------------------

9.   (a)  The authorized share capital of the Company at the date of the
          adoption of these Articles is US$ $50,000, divided into 1,000,000,000
          Class A Shares of par value $0.000001 per share, 1,000,000,000 Class B
          Shares of par value $0.000001 per share, 1,000,000,000 Class C Shares
          of par value $0.000001 per share, 3,000,000,000 Class D Shares of par
          value $0.000001 per share, 1,000,000,000 Class E shares of par value
          $0.000001 per share and  43,000,000,000 undesignated shares of par
          value $.000001 per share.

     (b)  Subject to the Stockholders Agreement, each Class B Share shall be
          exchangeable at any time or from time to time, at the option of the
          holder thereof, into a Class A Share.

                                       5

 
     (c)  Each Class D Share shall be exchangeable at any time or from time to
          time, at the option of the holder thereof, into (i) a Class E Share
          upon the payment to the Company by the holder thereof of a cash
          payment of US $2.20 per share (less actual cash distributions received
          by such time on each Class C Share) or (ii) a fractional share of a
          Class E Share, where the numerator of such fraction shall be the
          difference between (x) the market value of each Class E Share at the
          time of such exchange as determined by resolution of the Directors and
          (y) US $2.20 (less actual cash distributions received by such time on
          each Class C Share) and where the denominator of such fraction shall
          be such market value. If any holder of a Class D Share shall exchange
          its Class D Shares into Class E Shares in accordance with clause (ii)
          of the preceding sentence then, at the time of any such exchange, the
          holder shall receive from the Company, for no additional
          consideration, a warrant (exercisable for ten years from the date of
          the exchange) to receive additional Class E Shares in an amount equal
          to the difference between (x) the number of Class D Shares exchanged
          and (y) the number of Class E Shares received, in each case pursuant
          to clause (ii) of the preceding sentence. The per share exercise price
          in respect of such warrant shall be the per share market value of the
          Class E Shares as determined in accordance with the foregoing clause
          (ii). If the Company shall make any distribution or dividend on the
          Common Stock in securities of another entity, the holder of each Class
          D Share shall be entitled at its option to receive in exchange for
          such Class D Share a warrant (exercisable for ten years from the date
          of the exchange) to purchase voting common stock of such entity at the
          equivalent of US $2.20 per share (less actual cash distributions
          received by such time on each Class C Share), adjusted to give effect
          to the revised capitalization structure of such new entity.
          Immediately prior to an initial public offering or a change in control
          transaction, each Class E Share shall be exchangeable, at the option
          of the holder thereof, into a Class B Share for no consideration other
          than the surrender of such Class E Share.

     (d)  Any share exchangeable pursuant to the terms of this Article into a
          Share (including a multiple or fraction thereof) of another class
          shall upon satisfaction of all preconditions to such exchange as set
          forth above and subject to the Stockholders Agreement, be repurchased
          by the Company in such manner as the Manager or the Board of Directors
          shall determine and the Company shall issue such Share (including a
          multiple or fraction thereof) of such other class as provided for
          herein in consideration thereof, and such transaction shall not
          constitute a Transfer in terms of the Stockholders Agreement.


                         ALTERATION OF SHARE CAPITAL  
                         ---------------------------

10   The Company may from time to time by ordinary resolution increase the share
     capital by such sum, to be divided into shares of such amount as the
     resolution shall prescribe.

11   The new Shares shall be subject to the same provisions with reference to
     dividend, distribution, lien, transfer, transmission, forfeiture and
     otherwise as the Shares in the original share capital.

12   The Company may by ordinary resolution:

     (a)  consolidate and divide all or any of its share capital into shares of
          larger amount than its existing Shares;
     (b)  sub-divide its existing Shares, or any of them into shares of smaller
          amount than is fixed by the Memorandum of Association, subject
          nevertheless to the provisions of Section 12 of the Companies Law; and

                                       6

 
     (c)  cancel any shares which, at the date of the passing of the resolution,
          have not been taken or agreed to be taken by any person.

13   The Company may by special resolution reduce its share capital and any
     capital redemption reserve in any manner authorized by law.



                             NON-QUALIFIED PERSONS
                             ---------------------

14   The Manager may impose such procedures and restrictions as it considers
     necessary or desirable for the purpose of ensuring that no Shares of the
     Company are held by any person or persons in circumstances (whether
     directly or indirectly affecting such person or persons and whether taken
     alone or in conjunction with any other person or persons, connected or not,
     or any other circumstance appearing to the Manager to be relevant) which in
     the opinion of the Manager might result in the Company incurring any tax
     liability, the Company being involved in any litigation, the Company
     becoming a reporting person, or otherwise subject to any other requirements
     it was not subject to immediately prior to such transaction, under United
     States federal or state securities laws or regulations, the Company or any
     of its subsidiaries becoming a "controlled foreign corporation" under
     section 951 et seq. of the Code, any person becoming a "U.S. shareholder"
                 -- ---                                                       
     under section 951 et seq. of the Code, or the Company being registered or
                       -- ---                                                 
     regulated as an investment company under the United States Investment
     Company Act of 1940, as amended, or suffering any other pecuniary or fiscal
     disadvantage or other adverse effect which the Company might not otherwise
     incur or suffer.

15   A person who becomes aware that he is holding or owning Shares in breach of
     any restriction mentioned in Article 14 above shall promptly notify the
     Manager in writing of his status as a Non-Qualified Person.

16   If it comes to the notice of the Manager that any Shares are so held by any
     such Non-Qualified Person, the Manager, by written notice, will instruct
     the Non-Qualified Person as to the steps to be taken to cure such status in
     accordance with the provisions of these Articles, and such Non-Qualified
     Person will immediately comply with such instructions.

17   No person shall be recognized by the Company as holding any Share upon any
     trust, and the Company shall not be bound by or recognize (even when having
     notice thereof) any equitable, contingent, future or partial interest in
     any Share, or (save only as by these Articles otherwise provided or as by
     law required) any other right in respect of any Share, except an absolute
     right thereto in the Register.

18   The Manager shall keep or cause to be kept a Register as required by
     Section 39 of the Companies Law.

19   The Manager in each year shall prepare or cause to be prepared an annual
     return and declaration setting forth the particulars required by Section
     186 of the Companies Law and deliver a copy thereof to the Registrar of
     Companies.


                                FISCAL PERIODS
                                --------------

                                       7

 
20   The "Fiscal Year" of the Company shall end on December 31 of each year.
     The "Fiscal Quarters" of the Company shall end on March 31, June 30,
     September 30 and December 31 of each Fiscal Year.


                            PURPOSES OF THE COMPANY
                            -----------------------

21   Without limiting the objects of the Company as set forth in the Company's
     Memorandum of Association, the principal purposes for which the Company is
     established are for seeking capital appreciation through investment in the
     securities of companies engaged in the development, sales and operation of
     telecommunications systems and to engage in all activities and transactions
     as the Board of Directors may deem reasonably necessary or advisable or
     incidental in connection therewith.


                           AUTHORITY OF THE MANAGER
                           ------------------------

22   Subject to Articles 7 and 113 and the Stockholders Agreement, the Manager
     shall have the power by itself on behalf and in the name of the Company to
     carry out any and all of the objectives and purposes of the Company set
     forth in the Memorandum of Association, and to perform all acts and enter
     into and perform all contracts and other undertakings which it may deem
     necessary or advisable or incidental thereto, including, without
     limitation, the power to:

     (a)  engage the Administrator under such terms and conditions as the
          Manager shall determine;

     (b)  open, maintain and close accounts with brokers, dealers, banks,
          currency dealers and others, including the Manager and its affiliates,
          and issue all instructions and authorizations to entities regarding
          the purchase and sale or entering into, as the case may be, of
          securities, options, certificates of deposit, bankers acceptances,
          agreements for the lending of portfolio securities and other assets,
          instruments and investments for the purpose of seeking to achieve the
          Company's purposes as well as to facilitate capital contributions,
          distributions, withdrawals, the payment of Company expenses and the
          affairs of the Company in general;

     (c)  open, maintain and close bank accounts and draw cheques or other
          orders for the payment of monies;

     (d)  acquire, lease, sell, hold or dispose of any assets or investments in
          the name of or for the account of the Company or enter into any
          contract or endorsement in the name of or for the account of the
          Company with respect to any such assets or investments or in any other
          manner bind the Company to acquire, lease, sell, hold or dispose of
          any such assets or investments whatsoever on such terms as it shall
          determine and to otherwise deal in any manner with the assets of the
          Company in accordance with the purposes of the Company;

     (e)  borrow money, post margin on securities or enter into transactions
          having a similar leveraging effect or for temporary purposes on behalf
          of the Company, from any source or with any party, upon such terms and
          conditions as it may deem advisable and proper, to execute promissory
          notes, drafts, bills of exchange and other instruments and evidences
          of indebtedness and to secure the payment thereof by mortgage, pledge
          or assignment of or security interest in all or any part of property
          then owned or thereafter acquired by the Company, and refinance,
          recast, modify or extend any of the obligations of the Company and the
          instruments securing those obligations;

                                       8

 
     (f)  employ, retain, or otherwise secure or enter into contracts,
          agreements and other undertakings with persons in connection with the
          management and operation of the Company, including, without
          limitation, any attorneys and accountants, and including, without
          limitation, contracts, agreements or other undertakings and
          transactions with the Manager, any other Member, or any person
          controlling, under common control with or controlled by the Manager or
          any other Member, all on such terms and for such consideration as the
          Manager deems advisable; provided, however, that any such contracts,
                                   --------  -------                          
          agreements or other undertakings and transactions with the Manager,
          any other Member or any person controlling, under common control with
          or controlled by the Manager or any other Member shall be on terms and
          for consideration which are arm's length and fair to the parties
          consistent with the fiduciary standards applicable to the Member;

     (g)  take any and all action which is permitted under the Companies Law and
          which is customary or reasonably related to the operation of the
          Company;

     (h)  make such elections under the Code, and other relevant tax laws as to
          the treatment of items of Company income, gain, loss, deduction and
          credit, and as to all other relevant matters, as the Manager deems
          necessary or appropriate, including, without limitation, determination
          of which items of cash outlay are to be capitalised or treated as
          current expenses, and selection of the method of accounting and
          bookkeeping procedures to be used by the Company;

     (i)  bring or defend, pay, collect, compromise, arbitrate, resort to legal
          action, or otherwise adjust claims or demands of or against the
          Company;

     (j)  deposit, withdraw, invest, pay, retain and distribute the Company's
          funds in a manner consistent with the provisions of these Articles;

     (k)  cause the Company to carry such insurance as the Manager deems
          necessary to protect it and any other individual or entity entitled to
          indemnification by the Company pursuant to Article 27 hereof;

     (l)  do any and all acts on behalf of the Company, and exercise all rights
          of the Company, with respect to its interest in any property or any
          person, firm, corporation or other entity, including, without
          limitation, the voting of securities, participation in arrangements
          with creditors, if any, the institution and settlement or compromise
          of suits and administrative proceedings and other like or similar
          matters; and

     (m)  authorize any officer, director, employee or other agent of the
          Manager and its subsidiaries or any Member, employee or agent of the
          Company to act for and on behalf of the Company in any or all of the
          foregoing matters and all matters incidental thereto as fully as if
          such person were the Manager.

                                       9

 
                            REMOVAL OF THE MANAGER
                            ----------------------

23   (a)  The Board of Directors may remove the Manager (i) upon the vote of
          eleven members of the Board of Directors, for any reason, or (ii) upon
          the vote of a majority of the members of the Board of Directors
          following a determination, by a court of competent jurisdiction no
          longer subject to review or appeal, that the Manager had been grossly
          negligent  or engaged in willful misconduct in the performance of its
          duties hereunder.

     (b)  Upon the removal of the Manager in accordance with the provisions of
          Article 23(a), or the resignation or death of the Manager, the Board
          of Directors may appoint a new Manager upon the vote of eight members
          of the Board of Directors.  Any new Manager shall be a shareholder of
          the Company.


                                 ADMINISTRATOR
                                 -------------

24   The Manager will appoint the Administrator and shall entrust to and confer
     upon the Administrator so appointed certain of the powers exercisable by it
     as the Manager upon such terms and conditions including the right of the
     Administrator to remuneration and with such restrictions and with such
     powers of delegation as it thinks fit collaterally with or to the exclusion
     of its own powers.

25   Subject to obtaining the consent of the Manager, which may be withheld in
     its sole discretion, the Administrator may assign, sub-contract or delegate
     the performance of any of its duties either in whole or in part, to such
     persons or corporations as its deems fit, provided, however, that an
     assignment, as the case may be, and/or any subcontracting or delegation of
     administrative functions to an Affiliate of the Administrator shall not
     require a special resolution.


                 ACTIVITIES OF MANAGER; CONFLICTS OF INTEREST
                 --------------------------------------------

26   Except as specifically provided in this Article 26 or with respect to the
     construction, management or operation of, or sale of capacity on, (i)
     submarine fiber optic cable telecommunications systems and directly related
     services (including, without limitation, spurs to the Cable System (as
     defined in the Stockholders Agreement)), (ii) terrestrial fiber optic cable
     telecommunications systems and (iii) satellite telecommunications systems
     which are competitive with fiber optic cable telecommunications systems
     owned by the Company (collectively, the "Company Business") these Articles
     shall not be construed in any manner to preclude the Manager or its
     Affiliates from engaging in any activity whatsoever, including, without
     limitation, receiving reasonable compensation for services from companies
     in which the Company invests, managing investments, advising entities whose
     investment objectives are the same as or overlap with those of the Company,
     participating in investments made directly by any stockholder or the
     Company (without regard to whether such stockholder or the Company has
     secured its full desired investment position), entering into any brokerage
     or consulting arrangements with or acting as a director or officer of,
     advisor to or participant in any corporation, partnership, trust or other
     business entity or receiving compensation or profit therefor.  Except with
     respect to companies primarily engaged in the Company Business, the Manager
     and its Affiliates shall not be precluded from investing in, or causing the
     Company to invest in, companies that are competitive with the Company or
     companies that engage in business with affiliates of the Manager.  The
     foregoing notwithstanding, the provisions of this Article 26 shall not
     preclude the Manager or its Affiliates from (x) engaging in any such
     activity or making any such investment if the Board of Directors chooses
     not to authorize the Company to pursue such activity or investment
     presented to the Finance Committee of the Board of Directors by the Manager
     or its Affiliates or (y) making passive investments in public companies.
     The provisions of this

                                       10

 
     Article 26 shall terminate upon the occurrence of the IPO (as defined in 
     the Stockholders Agreement).

                        INDEMNIFICATION AND EXCULPATION
                        -------------------------------

27   (a)  To the full extent permitted by law, the Company, out of the Company's
          assets and not out of the assets of any Member, shall indemnify and
          hold harmless the Manager, the Administrator and any partner,
          director, officer, employee or agent of the Manager and the
          Administrator, and/or the legal representatives or controlling persons
          of any of them and any employee or agent of the Company and each
          member of the Board of Directors (herein collectively called the
          "Indemnified Persons"), from and against any loss, expense, judgment,
          settlement, fee and related expenses (including attorneys' fees and
          expenses), costs or damages suffered or sustained by reason of being
          or having been the Manager, the Administrator, an officer, partner,
          employee or agent (or a legal representative or controlling person of
          any of them) of them or any employee or agent of the Company or any
          member of the Board of Directors, or arising out of or in connection
          with action or failure to act on the part of such Indemnified Person
          unless such act or failure to act shall have been finally, judicially
          determined to have resulted from the wilful misconduct, bad faith or
          knowing violation of law of such Indemnified Person.  The Company
          shall advance to any Indemnified Person reasonable attorneys' fees and
          other costs and expenses incurred in connection with the defense of
          any action or proceeding which arises out of conduct which is the
          subject of the indemnification provided hereunder.  Each Indemnified
          Person shall agree, as a precondition to any advance to such
          Indemnified Person as aforesaid, that in the event such Indemnified
          Person receives any such advance, such Indemnified Person shall
          reimburse the Company for such advance to the extent that it shall be
          finally judicially determined that such Indemnified Person was not
          entitled to indemnification under this Article.

     (b)  No Indemnified Person shall be liable to any Member or the Company for
          any act or failure to act on behalf of the Company, unless such act or
          failure to act shall have been finally, judicially determined to have
          resulted from the willful misconduct, bad faith or knowing violation
          of law of the Indemnified Person.  Each Indemnified Person may consult
          with legal counsel and accountants in respect of Company affairs and
          shall be fully protected and justified in any action or inaction which
          is taken in accordance with the advice or opinion of such counsel or
          accountants.  Notwithstanding any of the foregoing to the contrary,
          the provisions of this subsection (b) shall not be construed so as to
          relieve (or attempt to relieve) any Indemnified Person of any
          liability, to the extent (but only to the extent) that such liability
          may not be waived, modified or limited under applicable law, but shall
          be construed so as to effect the provisions of this subsection (b) to
          the full extent permitted by law.


                               CAPITAL ACCOUNTS
                               ----------------

28   (a)  The Company shall establish and maintain a separate account (the
          "Capital Account") for each Member.  The initial balance of the
          Capital Account for each Member shall be such Member's Cash Payment.
          The Capital Account of each Member shall be adjusted as of the last
          day of each Fiscal Year.  The Capital Account of each Member shall be
          increased by (i) the dollar amount of any additional contributions
          made by such Member, (ii) the fair market value of any property (other
          than cash) contributed to the Company by such Member (net of any
          liabilities to which such property is subject), and (iii) allocations
          to such Member of income and gain (including income exempt from tax).
          The Capital Ac-

                                       11

 
          count of each Member shall be decreased by (i) the dollar amount of
          any distributions made to such Member, (ii) the fair market value of
          any property distributed to such Member (net of any liabilities to
          which such property is subject), and (iii) allocations to such Member
          of loss and deduction (including expenditures not deductible in
          computing the Company's income or loss for Federal income tax
          purposes).

     (b)  Notwithstanding any other provision of this Agreement to the contrary,
          the foregoing provisions of Article 28(a) regarding the maintenance of
          Capital Accounts shall be construed so as to comply with the
          provisions of the Treasury Regulations promulgated pursuant to Section
          704 of the Code (the "Treasury Regulations").  The Members may modify
          the foregoing provisions to the minimum extent necessary to comply
          with such Treasury Regulations.  Any such modification shall be made
          in a manner that does not alter the Members' rights to distributions
          under Article 33.


                      ALLOCATIONS OF NET PROFIT AND LOSS
                      ----------------------------------

29   (a)  Except as otherwise provided in these Articles of Association , Net
          Income and Net Loss of the Company for any Fiscal Year shall be
          allocated among the Members in a manner such that the Capital Account
          of each Member immediately after making such allocation, is, as nearly
          as possible, equal (proportionately) to the distributions that would
          be made to such Member during such Fiscal Year pursuant to Article 33
          if (i) the Company were dissolved and its affairs wound up and any
          remaining assets were sold for cash in an amount equal to their
          adjusted basis (or, in the case of a Fiscal Year in which the Company
          terminates pursuant to Article 135, such assets were sold for cash in
          an amount equal to their fair market value), (ii) all Company
          liabilities were satisfied (limited with respect to each nonrecourse
          liability to the fair market value of the assets securing such
          liability), and (iii) the net assets of the Company were distributed
          in accordance with Article 33 to the Members immediately after making
          such allocation.

     (b)  For U.S. federal income tax purposes only, each item of income, gain,
          loss and deduction of the Company shall be allocated among the Members
          in the same manner as the corresponding items of Net Income and Net
          Loss and specially allocated items are allocated for Capital Account
          purposes; provided that (i) the allocation of taxable profit and loss
                    --------                                                   
          for U.S. Federal income tax purposes will be adjusted to eliminate, to
          the extent possible, any disparity between a Member's Capital Account
          and the tax basis of Company property, consistent with principles set
          forth in section 704(c) of the Code and (ii) solely for U.S. federal
          income tax purposes, in the event that the Company engages in any
          reorganization transaction pursuant to which (A) the Company receives
          stock and warrants in any corporation and (B) the Company subsequently
          distributes such stock and warrants to the Members pursuant to a
          liquidation of the Company, then items of Company taxable income and
          gain, if any, attributable to the receipt of warrants shall be
          specifically allocated to those Members to whom such warrants are
          distributed.  The amount of taxable income and gain allocated to a
          Member pursuant to proviso (ii) in the previous sentence shall be
          determined by multiplying the taxable income and gain attributable to
          the warrants by a fraction, the numerator of which is the value of the
          warrants distributed to such Member and the denominator of which is
          the aggregate value of all the warrants received by the Company.

               SPECIAL ALLOCATIONS FOR U.S. FEDERAL TAX PURPOSES
               -------------------------------------------------

30   The following special allocations shall be made in the following order:

                                       12

 
     (a)  Qualified Income Offset.  If any Member unexpectedly receives any
          -----------------------                                          
          adjustment, allocation or distribution described in Treasury
          Regulation section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of
          Company income and gain shall be specifically allocated to such Member
          in an amount and manner sufficient to eliminate, to the extent
          required by the Treasury Regulations, any deficit in its Capital
          Account created by such adjustment, allocation or distribution as soon
          as practicable.  This Article 30(a) is intended to constitute a
          "qualified income offset" within the meaning of Treasury Regulation
          section 1.704-1(b)(2)(ii)(d)(3).

     (b)  Basis Adjustment.  In the event of a transfer of all or any part of
          ----------------                                                   
          the Shares of a Member, the death of a Member, or the distribution of
          assets in kind to a Member, the Manager may cause the Company to elect
          to adjust the basis of the Company's assets pursuant to an election
          made under section 754 of the Code.

     (c)  Assignment During Fiscal Year.    If a Member's Shares in the Company
          -----------------------------                                        
          are transferred at any time other than at the end of a Fiscal Year of
          the Company, each item of income, gain, loss, deduction and credit
          attributable to such Shares for the Fiscal Year in which the transfer
          occurs shall be divided and allocated proportionately between the
          transferor and the transferee in the same ratio as the number of days
          in the Fiscal Year respectively before and after the date the transfer
          is recognized by the Company bears to the number of days in such
          Fiscal Year.

     (d)  Nonrecourse Deductions.  Any Nonrecourse Deductions for any Fiscal
          ----------------------                                            
          Year or other period shall be allocated to each Member by multiplying
          the Nonrecourse Deductions by a fraction the numerator of which is the
          Capital Account of such Member and the denominator of which is the
          aggregate Capital Accounts of all Members.

     (e)  Notwithstanding the foregoing, if, upon the final dissolution and
          termination of the Company and after taking into account all
          allocations of Net Profit and Net Losses (and other tax items) under
          Articles 29 and 30, the Distributions to be made in accordance with
          the positive Capital Account balances of the Members would result in a
          Distribution that would be different from the Distributions under
          Article 33 then gross items of income and gain (and other tax items)
          for the taxable year of the final dissolution and termination (and to
          the extent permitted under section 761(c) of the Code, gross items of
          income and gain (and other tax items) for the immediately preceding
          taxable year) shall be allocated to the Members to increase or
          decrease Capital Account balances, as the case may be, in a manner so
          that the final Distribution will occur as nearly as possible in the
          same manner as a Distribution under Article 33.


                  LIMITATION ON REDEMPTIONS AND DISTRIBUTIONS
                  -------------------------------------------

31   Except with the unanimous approval of the Board of Directors, no Member
     shall be entitled (i) to receive Distributions from the Company other than
     as provided in Article 33; or (ii) to cause the Company to redeem such
     Member's Shares.


                  REDEMPTION AND PURCHASE OF COMPANY'S SHARES
                  -------------------------------------------

32   (a)  Subject to the provisions of the Companies Law and the Stockholders
          Agreement and solely in connection with redemptions of Shares as
          provided in these Articles, the Company may:

                                       13

 
          (i)    issue shares which are to be redeemed or are liable to be
                 redeemed;

          (ii)   purchase its own shares (including any redeemable shares); and

          (iii)  make a payment in respect of the redemption or purchase of its
                 own shares otherwise than out of profits or the proceeds of a
                 new issue of shares.

     (b)  A Share that is liable to be redeemed may be redeemed by the Company
          giving to the Member not fewer than thirty days notice in writing of
          the intention to redeem such Shares specifying the date of such
          redemption which must be a day on which banks in the Cayman Islands
          are open for business.

     (c)  The amount payable on such redemption on each Share so redeemed shall
          be the amount determined by the Manager.

     (d)  Any Share in respect of which notice of redemption has been given
          shall not be entitled to participate in the profits of the Company in
          respect of the period after the date specified as the date of
          redemption in the notice of redemption.

     (e)  The redemption or purchase of any Share shall not be deemed to give
          rise to the redemption or purchase of any other Share.

     (f)  At the date specified in the notice of redemption or purchase, the
          holder of the Shares being redeemed or purchased shall be bound to
          deliver up to the Company at its registered office the certificate
          thereof for cancellation and thereupon the Company shall pay to him
          the redemption or purchase monies in respect thereof.

     (g)  The Manager may when making payments in respect of redemption or
          purchase of Shares in accordance with the provisions of this Article,
          if authorized by the terms of issue of the Shares being redeemed or
          purchased or with the agreement of the holder of such Shares, make
          such payment either in cash or in specie.

     (h)  The Shares are not redeemable, whether at the request of a holder or
          the Company, except in accordance with the provisions of the
          Stockholders Agreement and the Subscription Agreement.


                                 DISTRIBUTIONS
                                 -------------

33   Distributions shall be made to the Members in the sole discretion of the
     Manager (except as otherwise provided in Section 1(e) (v) of the
     Stockholders Agreement).  The Net Proceeds derived from the Company's
     investments, after provision for reserves, expenses, fees and taxes, if
     any, of the Company, shall be distributed to the Members in the manner and
     order of priority set forth below.

     (a)  first, 100% to the Class A, B, C and E Members, proportionate to their
          -----                                                                 
          ownership of the total number of Class A, B, C and E Shares
          outstanding, until the Class C Members have received cumulative
          distributions in an amount that will yield an internal rate of return
          of 10% (the "10% IRR"), compounded annually, on the aggregate Cash
          Payments paid in respect of the Class C Shares; provided, however,
                                                          --------  ------- 
          that any distributions made to the Class C Members in respect of their
          Class C Shares prior to the third anniversary of initial

                                       14

 
          issuance of the Class C Shares shall be deemed to be made, solely for
          purposes of computing the 10% IRR hereunder, on the date of such third
          anniversary.

     (b)  second, 90% to the Class A, B, C and E Members, proportionate to their
          ------                                                                
          ownership of the total number of Class A, B, C and E Shares
          outstanding, and 10% to the Class D Members proportionate to their
          ownership of the Class D Shares, until the Class C Members have
          received cumulative distributions in an amount that will yield an
          internal rate of return of 30% (the "30% IRR"), compounded annually,
          on the aggregate Cash Payments paid in respect of the Class C Shares;
          provided, however, that any distributions made to the Class C Members
          --------  -------                                                    
          in respect of their Class C Shares prior to the third anniversary of
          initial issuance of the Class C Shares shall be deemed to be made,
          solely for purposes of computing the 30% IRR hereunder, on the date of
          such third anniversary.

     (c)  third, 80% of the remaining Net Proceeds, if any, to the Class A, B, C
          -----                                                                 
          and E Members, proportionate to their ownership of the Class total
          number of A, B, C and E Shares outstanding, and 20% of the remaining
          Net Proceeds, if any, to the Class D Members proportionate to their
          ownership of the Class D Shares.

34   The Manager shall use its best efforts to make Distributions only in cash
     or marketable securities unless members holding a majority of the shares
     consent to an in-kind Distribution pursuant to which all members
     participate in each asset distributed in the proportions established under
     Article 33.  In the context of a liquidation of the Company, the Manager
     shall use its best efforts to make Distributions only in cash or marketable
     securities, provided that if such distributions cannot, with such best
     efforts, be made, the Manager may cause the Company to make in-kind
     Distributions pursuant to which all members participate in each asset
     distributed in the proportions established under Article 33.  In the event
     that the Manager makes a Distribution of property other than in cash, such
     property shall be deemed to be sold for its fair market value on the date
     of such Distribution and any gain or loss associated with such deemed sale
     shall be included in determining Net Profit and Net Loss for the applicable
     Fiscal Year.  Any such Distribution shall be made after giving effect to
     the allocations of Net Profit and Net Loss required under Article 29.  All
     Distributions pursuant to this Article 34 shall be made in the same
     priority and proportions as Distributions at such time would be made
     pursuant to Article 33.

35   Notwithstanding anything in these Articles to the contrary, no Distribution
     shall be made (i) if such Distribution would violate any contract or
     agreement to which the Company is then a party or any law then applicable
     to the Company, or (ii) to the extent that the Manager, in its sole
     discretion, determines that any amount otherwise distributable should be
     retained by the Company to pay, or establish a reserve for the payment of,
     any liability or obligation of the Company, including obligations to pay or
     withhold any U.S. federal income or other taxes or taxes imposed by any
     other jurisdiction.

36   Notwithstanding anything in these Articles to the contrary, the Manager is
     authorized to take any action that it determines to be necessary or
     appropriate to cause the Company to comply with any U.S. federal
     withholding requirement or any withholding requirements of any other
     jurisdictions with respect to any payment or Distribution by the Company to
     any Member or other person.  All amounts so withheld, and, in the manner
     determined by the Manager, amounts withheld with respect to any payment or
     Distribution by any person to the Company shall be treated as Distributions
     to the Members to which such amounts would have been distributed (under
     these Articles) but for withholding.  If any such withholding requirement
     with respect to any Member exceeds the amount distributable to such Member
     under these Articles or if any such withholding requirement was not
     satisfied with respect to any amount previously distributed to such Member,
     such Member and any successor or assignee with respect to such Member's
     interest in the Shares of the Company will 

                                       15

 
     indemnify and hold harmless the Manager and the Company for such excess
     withholding requirement, as the case may be.

37   No Distribution shall be paid otherwise than out of profits, the share
     premium account or, subject to the restrictions of the Companies Law,
     capital.

38   If several persons are registered as joint holders of any Share, any of
     them may give effectual receipts for any Distribution or other monies
     payable on or in respect of the Share.

39   No Distribution shall bear interest against the Company.


                                CLASS A SHARES
                                --------------

40   The names of all of the Class A Members shall be filed with the Register.

41   The Class A Members of the Company shall not be liable for the repayment
     and discharge of any debts and obligations of the Company except to the
     extent of the Cash Payments made in respect of the Class A Shares held by
     them, the amount of which Cash Payments, less any portion that previously
     has been dividended to a holder thereof, or distributed to a holder thereof
     or applied in accordance with the provisions of the Companies Law, may be
     used to discharge all liabilities and expenses of the Company.

42   In no event shall any Class A Member be obligated to make any contribution
     to the Company.


                                CLASS B SHARES
                                --------------

43   The names of all the Class B Members shall be filed with the Register.

44   The Class B Members shall not be liable for the repayment and discharge of
     any debts and obligations of the Company except to the extent of the Cash
     Payments made in respect of the Class B Shares held by them, the amount of
     which Cash Payments, less any portion that previously has been dividended
     to a holder thereof, or distributed to a holder thereof or applied in
     accordance with the provisions of the Companies Law, may be used to
     discharge all liabilities and expenses of the Company.

45   In no event shall any Class B Member be obligated to make any contribution
     to the Company.


                                CLASS C SHARES
                                --------------

46   (a)  The names of all the Class C Members shall be filed with the Register.

     (b)  No Class C Shares shall be, nor shall any Class C Member take any
          actions or knowingly fail to take any actions that would cause the
          Class C Shares to be, owned directly or treated as being owned
          indirectly, constructively, by means of attribution, or otherwise, by,
          for, or on behalf of a U.S. Person for purposes of section 951 et seq.
                                                                         -- --- 
          of the Code.

                                       16

 
47   The Class C Members shall not be liable for the repayment and discharge of
     any debts and obligations of the Company except to the extent of the Cash
     Payments made in respect of the Class C Shares held by them, the amount of
     which Cash Payments, less any portion that previously has been dividended
     to a holder thereof, or distributed to a holder thereof or applied in
     accordance with the provisions of the Companies Law, may be used to
     discharge all liabilities and expenses of the Company.

48   In no event shall any Class C Member be obligated to make any contribution
     to the Company.


                                CLASS D SHARES
                                --------------

49   The names of all the Class D Members shall be filed with the Register.

50   The Class D Members shall not be liable for the repayment and discharge of
     any debts and obligations of the Company except to the extent of the Cash
     Payments made in respect of the Class D Shares held by them, the amount of
     which Cash Payments, less any portion that previously has been dividended
     to a holder thereof, or distributed to a holder thereof or applied in
     accordance with the provisions of the Companies Law, may be used to
     discharge all liabilities and expenses of the Company.

51   In no event shall any Class D Member be obligated to make any contribution
     to the Company.


                                CLASS E SHARES
                                --------------

52   The names of all the Class E Members shall be filed with the Register.

53   The Class E Members shall not be liable for the repayment and discharge of
     any debts and obligations of the Company except to the extent of the Cash
     Payments made in respect of the Class E Shares held by them, the amount of
     which Cash Payments, less any portion that previously has been dividended
     to a holder thereof, or distributed to a holder thereof or applied in
     accordance with the provisions of the Companies Law, may be used to
     discharge all liabilities and expenses of the Company.

54   In no event shall any Class E Member be obligated to make any contribution
     to the Company.


                            MODIFICATION OF RIGHTS
                            ----------------------

55   Whenever the capital of the Company is divided into different classes of
     shares the special rights attached to any class may (unless otherwise
     provided by the terms of issue of the shares of that class) be varied or
     abrogated either whilst the Company is a going concern or during or in
     contemplation of a winding up, with the consent in writing of the holders
     of not less than 80% of the issued shares of the class, or with the
     sanction of a resolution passed at a separate meeting of the holders of the
     Shares of the class by 80% of the votes cast at such meeting, but not
     otherwise.  To every such separate meeting all the provisions of these
     Articles relating to general meetings of the Company or to the proceedings
     thereat shall, mutatis mutandis, apply except that the necessary quorum
                    ------- --------                                        
     shall be one or more persons at least holding or representing by proxy one-
     half in nominal amount of the issued shares of the class (but so that if at
     any adjourned meeting of such holders a

                                       17

 
     quorum as above defined is not present, those Members who are present shall
     be a quorum) and that every member of the class shall on a poll have one
     vote for each share of the class held by him.

56   The rights attached to Class A Shares, Class B Shares, Class C Shares,
     Class D Shares and Class E Shares shall be deemed to be varied by the
     creation or issue of any shares (other than Class A Shares, Class B Shares,
     Class C Shares, Class D Shares and Class E Shares) ranking pari passu with
                                                                ---- -----     
     or in priority to them as regards participating in the profits or assets of
     the Company.


                                 CERTIFICATES
                                 ------------

57   Every person whose name is entered as a Member in the Register shall be
     entitled, without payment, to a certificate specifying the share or shares
     held by him, provided that in the case of shares held jointly by several
                  --------                                                   
     persons, the Company shall not be bound to issue more than one certificate
     therefor, and delivery of a certificate for a Share to one of several joint
     holders shall be sufficient delivery to all.

58   Where a Member has transferred or exchanged part of the Shares comprised in
     his holding he shall be entitled to a certificate for the balance.

59   If a share certificate is defaced, lost or destroyed, it may be renewed on
     such terms (if any) as to evidence any indemnity as the Manager thinks fit.


                              TRANSFER OF SHARES
                              ------------------

60   The instrument of transfer of any share shall be executed by or on behalf
     of the transferor and if so required by the Manager shall also be executed
     on behalf of the transferee and the transferor shall be deemed to remain a
     holder of the share until the name of the transferee is entered in the
     Register of Members in respect thereof.

61   The following provisions shall apply to all shares:

     (a)  Shares shall be transferred in any usual or common form approved by
          the Manager or failing such determination in the following form
          accompanied by any certificate or other documentation required by the
          Stockholders Agreement:

          I [Transferor] for good and valuable consideration received by me from
          [Transferee] do hereby transfer to the said [Transferee] the [   ]
          share(s) standing in my name in the Register of Global Crossing Ltd.,
          LDC to hold unto the said [Transferee] his executors, administrators
          and assigns, and I, the said [Transferor] do hereby consent that my
          name remain on the Register of the said Company until such time as the
          said Company may enter the transferee's name thereon; And I the said
          [Transferee] do hereby agree to take the said share(s).

          As witness our hands

          Signed by the said [Transferor]
          on the    day of [month, year]
          in the presence of:

                                       18

 
          ________________     ______________________
          Witness               Transferor            


          Signed by the said [Transferee]
          on the    day of [month, year]
          in the presence of:


          ________________     ______________________
          Witness               Transferor                 

     (b)  The Manager may suspend the registration of transfers during the
          fourteen days immediately preceding a general meeting.  The Manager
          may decline to recognize any instrument of transfer unless the
          instrument of transfer is accompanied by the certificate of the shares
          to which it relates, and such other evidence as the Manager may
          reasonably require to show the right of the transferor to make the
          transfer.  If the Manager refuses to register a transfer of any
          shares, the Manager shall within two months after the day on which the
          transfer was lodged with the Company send to the transferee notice of
          the refusal.

     (c)  The transfer of shares shall be subject to the terms and conditions
          set forth in the Stockholders Agreement including those relating to
          transfer, first refusal, "tag along" and "drag along."

     (d)  The legal personal representative of a deceased sole holder of a share
          shall be the only person recognized by the Company as having any title
          to the share.  In the case of a share registered in the name of two or
          more holders, the survivors or survivor, or the legal personal
          representatives of the deceased survivor, shall be the only person
          recognized by the Company as having any title to the share.

     (e)  Any person becoming entitled to a share in consequence of the death or
          bankruptcy of a member shall, upon such evidence being produced as may
          from time to time be properly required by the Manager, have the right
          either to be registered as a member in respect of the share or,
          instead of being registered himself, to make such transfer of the
          share as the deceased or bankrupt person could have made; but the
          Manager shall, in either case, have the same right to decline or
          suspend registration as the Manager would have had in the case of a
          transfer of the share by the deceased or bankrupt person before the
          death or bankruptcy.

     (f)  A person becoming entitled to a share by reason of the death or
          bankruptcy of the holder shall be entitled to the same dividends and
          other advantages to which he would be entitled if he were the
          registered holder of the share, except that he shall not, before being
          registered as a member in respect of the share, be entitled in respect
          of it to exercise any right conferred by membership in relation to
          meetings of the Company.


                                GENERAL MEETING
                                ---------------

62   The Manager may, whenever it thinks fit, convene a general meeting of all
     Members or of the Class A, Class B, Class C, Class D and Class E Members.

                                       19

 
63   Articles 65 through 87 below shall apply to any general meetings of Members
     or any class of Members. Class A Members, Class B Members, Class C Members,
     Class D Members and Class E Members shall be entitled to receive notice of,
     and attend, general meetings held by Class A Members, Class B Members and
     Class C Members. Only Class D Members and Class E Members, as the case may
     be, shall be entitled to receive notice of, and attend, general meetings
     held by Class D Members and Class E Members, respectively.

64   Holders of 10% of the outstanding Shares of any class may convene a general
     meeting of the members of such class in the same manner as nearly as
     possible as that in which meetings may be convened by the Manager.  Holders
     of 25% of the Class B Shares or Class C Shares may convene a general
     meeting of the Members in the same manner as nearly as possible as that in
     which meetings may be convened by the Manager.


                          NOTICE OF GENERAL MEETINGS
                          --------------------------

65   Subject to the provisions of Section 59 of the Companies Law relating to
     special resolutions, seven days' notice at the least counting from the date
     service is deemed to take place as provided in these Articles specifying
     the place, the day and the hour of the meeting and, in case of special
     business, the general nature of that business, shall be given in the manner
     hereafter provided or in such other manner (if any) as may be prescribed by
     the Company in general meeting to such persons as are, under the Articles
     of the Company, entitled to receive such notices from the Company; but with
     the consent of all the Members entitled to receive notice of some
     particular meeting, that meeting may be convened by such shorter notice or
     without notice and in such manner as those Members may think fit.

66   The accidental omission to give notice of a meeting to or the non-receipt
     of a notice of a meeting by any Member shall not invalidate the proceedings
     at any meeting.


                        PROCEEDINGS AT GENERAL MEETINGS
                        -------------------------------

67   All business carried out at a general meeting shall be deemed special with
     the exception of the consideration of the accounts, balance sheets, and
     ordinary report of the Manager and Auditors, the election of directors by
     the Members, and the fixing of the remuneration of the Auditors.  No
     special business shall be transacted at any general meeting without the
     consent of all Members entitled to receive notice of that meeting unless
     notice of such special business has been given in the notice convening that
     meeting.

68   No business shall be transacted at any general meeting of the Class A, B
     and C members unless a quorum of such Members and a majority of the holders
     of Class B Shares and a majority of the holders of Class C Shares are
     present at the time when the meeting proceeds to business; save as herein
     otherwise provided, Members holding at least a majority in number of the
     issued Shares in the applicable class of the Company present in person or
     by proxy shall be a quorum.

69   If within two hours from the time appointed for the meeting a quorum is not
     present, the meeting, if convened upon the requisition of Members, shall
     stand adjourned to the second business day thereafter, at the same time and
     place, and the quorum necessary for the transaction of the business of
     Members at such meeting shall be a majority of the Shares.  In any other
     case it shall stand adjourned to the second business day thereafter, at the
     same time and place, and the quorum necessary for the transaction of the
     business of Members at such meeting shall be a majority of the Shares.

                                       20

 
70   The Chairman of the Board of Directors shall preside as chairman at every
     general meeting of the Company.

71.  If there is no such Chairman, or if at any meeting he is not present in
     person or by proxy within one hour after the time appointed for holding the
     meeting or is unwilling to act as chairman, the Manager shall choose one of
     the directors or officers of the Company or Members to be chairman.

72.  The Chairman may with the consent of any meeting at which a quorum is
     present (and shall if so directed by the meeting) adjourn a meeting from
     time to time and from place to place, but no business shall be transacted
     at any adjourned meeting other than the business left unfinished at the
     meeting from which the adjournment took place.  When a meeting is adjourned
     for ten days or more, notice of the adjourned meeting shall be given as in
     the case of an original meeting.  Save as aforesaid it shall not be
     necessary to give any notice of an adjournment or of the business to be
     transacted at an adjourned meeting.

73.  At any general meeting a resolution put to the vote of the meeting shall be
     decided by a poll.


                               VOTES OF MEMBERS
                               ----------------

74.  (a   Every Class A Member, Class B Member and Class C Member present in
          person or by proxy shall be entitled to one vote in respect of each
          Class A, Class B and Class C Share held by him.

     (b   The Class A Members, voting separately as a class, shall be entitled
          to elect one member of the Board of Directors.

     (c   Subject to the following sentence, the Class B Members, voting
          separately as a class, shall be entitled to elect six members of the
          Board of Directors and, if the number of directors shall be increased
          to 15 in accordance with the provisions of Article 87, shall be
          entitled to elect eight members of the Board of Directors.
          Notwithstanding the foregoing, (i) MRCo., Inc. ("MRC"), a Maryland
          corporation and a wholly owned subsidiary of ULLICO, Inc., a Maryland
          corporation ("ULLICO"), shall be entitled to elect one of the
          directors provided for in the preceding sentence, so long as MRC or
          any 80% or more owned subsidiary of ULLICO shall own, in the
          aggregate, more than 10% of the outstanding shares of Class B Stock;
          (ii) Ridgestone Corp., a Delaware corporation, shall be entitled to
          elect one of the directors provided for in the preceding sentence, so
          long as it or its Permitted Transferees (as defined in the
          Stockholders Agreement) owns not less than 75% of the shares of Class
          B Stock purchased by it pursuant to the Subscription Agreement; (iii)
          San Pasqual Corp., a Delaware corporation, shall be entitled to elect
          one of the directors provided for in the preceding sentence, so long
          as it or its Permitted Transferees owns not less than 75% of the
          shares of Class B Stock purchased by it pursuant to the Subscription
          Agreement; (iv) Galenight Corp., a Delaware corporation, shall be
          entitled to elect one of the directors provided for in the preceding
          sentence, so long as it or its Permitted Transferees owns not less
          than 75% of the shares of Class B Stock purchased by it pursuant to
          the Subscription Agreement and (v) Lodwrick Cook shall be entitled to
          elect one of the directors provided for in the preceding sentence, so
          long as Lodwrick Cook or his Permitted Transferees owns not less than
          75% of the shares of Class B Stock purchased by him pursuant to the
          Subscription Agreement, dated January [  ], 1998.

                                       21

 
     (d   The Class C Members, voting separately as a class, shall be entitled
          to elect six members of the Board of Directors.

     (e   For the avoidance of doubt, it is declared that the Class D Members
          and the Class E Members shall have no right to vote at any general
          meeting of the Company; provided, however, that such Members shall 
                                  --------  -------   
          be entitled to vote on matters in accordance with Article 55 and the
          Companies Law and shall be entitled to one vote with respect thereto
          for each Class D Share and each Class E Share held by such Member.

75.  In the case of joint holders of a Share, the vote of the senior who tenders
     a vote, whether in person or by proxy, shall be accepted to the exclusion
     of the votes of the other joint holders, and for this purpose seniority
     shall be determined by the order in which the names stand in the Register
     in respect of the Shares.

76.  A Member who has appointed special or general attorneys or a Member who is
     subject to a disability may vote, by his said attorney, curator, committee,
     receiver, curator bonis or other person in the nature of a committee,
     receiver, or curator bonis appointed by a court and such attorney,
     committee, receiver, curator bonis or other person may on a poll vote by
     proxy.

77.  No objection shall be raised to the qualification of any voter except at
     the meeting or adjourned meeting at which the vote objected to is given or
     tendered, and every vote not disallowed at such meeting shall be valid for
     all purposes.  Any such objection made in due time shall be referred to the
     Chairman of the meeting, whose decision shall be final and conclusive.

78.  Votes may be given either personally or by proxy.

79.  A Member entitled to more than one vote need not, if it votes, use all his
     votes or cast all the votes it uses in the same way.

80.  The instrument appointing a proxy shall be in writing under the hand of the
     appointee or of his attorney duly authorized in writing, or if the
     appointor is a corporation, either under its common seal or under the hand
     of an officer or attorney so authorized.

81.  Any person (whether a Member of the Company or not) may be appointed to act
     as a proxy. A Member may appoint more than one proxy to attend on the same
     occasion.

82.  No instrument appointing a proxy shall be valid after the expiration of
     twelve months from the date named in it as the date of its execution,
     except at an adjourned meeting or on a poll demanded at a meeting or an
     adjourned meeting in cases where the meeting was originally held within
     twelve months from such date.

83.  An instrument of proxy shall be in the following form or such other form as
     the Manager may approve:


                           GLOBAL CROSSING LTD., LDC
                           -------------------------

          (Name or Names) of (address) being a Member/Members of the above-named
          Company hereby appoint (Name of Proxy) or failing him, (Name of
          Alternative Proxy) of (Address) as my/our proxy to vote for me/us on
          my/our behalf at the general meeting of the Class __ Members to be
          held on the     day of            , and at all contributions or
          adjournments thereof.

                                       22

 
          Signed this    day of               .
                                                ------------------------------
                                                                (Signature)

84.  The Manager may at the expense of the Company send, by post or otherwise,
     to the Members instruments of proxy (with or without prepaid postage for
     their return) for use at any general meeting or at any meeting of any class
     of Members of the Company. If for the purpose of any meeting invitations to
     appoint as proxy a person or one of a number of persons specified in the
     invitations are issued at the expense of the Company, such invitations
     shall be issued to all (and not to some only) of the Members entitled to be
     sent a notice of the meeting and to vote thereat by proxy.

85.  A vote given in accordance with the terms of an instrument of proxy shall
     be valid notwithstanding the death or insanity of the principal or the
     revocation of the instrument of proxy, or of the authority under which the
     instrument of proxy was executed, or the transfer of the Share in respect
     of which the instrument of proxy is given; provided that no intimation in
                                                --------                      
     writing of such death, insanity, revocation or transfer shall have been
     received by the Company at the registered office before commencement of the
     meeting or adjourned meeting at which the instrument of proxy is used.

86.  Any corporation which is a Member of the Company may by resolution of its
     directors or other governing body, authorize such person as it thinks fit
     to act as its representative at any meeting of the Company or at any
     meeting of any class of Members of the Company, and the person so
     authorized shall be entitled to exercise the same powers on behalf of the
     corporation which he represents as that corporation could exercise if it
     were an individual Member of the Company and such corporation shall for the
     purposes of these presents be deemed to be present in person at any such
     meeting if a person so authorized is present thereat.


                              DIRECTORS
                              ---------

87.  The number of Directors shall be 13, provided that upon the occurrence and
                                          --------                             
     during the continuance of a Bank Event of Default, the number of Directors
     shall, upon the vote or consent of the holders of a majority of the Class B
     Stock owned by PCG or its Permitted Transferees, be increased to 15 until
     such time as the Bank Event of Default shall no longer be continuing, when
     the number of Directors shall be decreased to 13 and the term of office of
     the two Directors elected to fill vacancies created by such increase of the
     number of Directors from 13 to 15 shall terminate.  The first Directors
     shall be appointed by the subscriber to the Memorandum of Association.

88.  Subject to the provisions of these Articles of Association and the
     Stockholders Agreement, a Director shall hold office until such time as he
     is removed from office by an ordinary resolution of the Company in general
     meeting.

89.  The remuneration of the Directors shall from time to time be determined by
     the Board of Directors.

90.  There will be no share qualification for Directors.


                              ALTERNATE DIRECTOR
                              ------------------

91.  Any Director may in writing appoint another person to be his alternate to
     act in his place at any meeting of the Directors at which he is unable to
     be present.  Every such alternate shall be entitled to notice of meetings
     of the Directors and to attend and vote thereat as a Director when the
     person

                                       23

 
     appointing him is not personally present and where he is a Director
     to have a separate vote on behalf of the Director he is representing in
     addition to his own vote.  A Director may at any time in writing revoke the
     appointment of an alternate appointed by him.  Such alternate shall not be
     an officer of the Company and shall be deemed to be the agent of the
     Director appointing him.  The remuneration of such alternate shall be
     payable out of the remuneration of the Director appointing him and the
     proportion thereof shall be agreed between them.

92.  Any Director may appoint any person, whether or not a Director of the
     Company, to be the proxy of that Director to attend and vote on his behalf,
     in accordance with instructions given by that Director, or in the absence
     of such instructions at the discretion of the proxy, at a meeting or
     meetings of the Directors which that Director is unable to attend
     personally.  The instrument appointing the proxy shall be in writing under
     the hand of the appointing Director and shall be in the form printed below
     or any other form approved by the Directors, and must be lodged with the
     chairman of the meeting of the Directors at which such proxy is to be used,
     or first used, prior to the commencement of the meeting:



                           GLOBAL CROSSING LTD., LDC
                           -------------------------

     I the undersigned being a Director of the above Company HEREBY APPOINT [
     ], and when failing, [        ] to be my Proxy and on my behalf to attend,
     vote at a meeting of Directors of the said Company to be held on the
     day of       and at all continuations and adjournments thereof


          Date:  _____________          _______________________
                                         Signature of Director


                               POWERS AND DUTIES
                               -----------------

93.  Subject to the provisions of Article 7 and the Stockholders Agreement, the
     business of the Company shall be managed by the Directors, who may pay all
     expenses incurred in setting up and registering the Company and may
     exercise all such powers of the Company as are not, by the Law or these
     Articles, required to be exercised by the Company in general meeting,
     subject, nevertheless, to any Regulation of these Articles, to the
     provisions of the Law, and to such regulations, being not inconsistent with
     the aforesaid Regulations, or provisions as may be prescribed by the
     Company in general meeting; but no regulation made by the Company in
     general meeting shall invalidate any prior act of the Directors which would
     have been valid if that regulation had not been made.

94.  Subject to the provisions of Article 7 and the Stockholders Agreement, the
     Directors may from time to time appoint any person, whether or not a
     director of the Company to hold such office in the Company as the Directors
     may think necessary for the administration of the Company, including
     without prejudice to the foregoing generality, the office of Chief
     Executive Officer, Chief Operating Officer, President, one or more Vice-
     Presidents, Treasurer, Assistant Treasurer, Chief Financial Officer,
     Manager or Controller, and for such term and at such remuneration (whether
     by way of salary or commission or participation in profits or partly in one
     way and partly in another), and with such powers and duties at the
     Directors may think fit.

95.  The Directors shall appoint the Company Secretary (and if need be an
     Assistant Secretary or Assistant Secretaries) who shall hold office for
     such term, at such remuneration and upon such

                                       24

 
     conditions and with such powers as they think fit. Any Secretary or
     Assistant Secretary so appointed by the Directors may be removed by the
     Directors.

96.  Subject to the provisions of Article 7 and the Stockholders Agreement:

     (a   The Directors may from time to time and at any time by power of
          attorney appoint any company, firm or person or body of persons,
          whether nominated directly or indirectly by the Directors, to be the
          attorney or attorneys of the Company for such purposes and with such
          powers, authorities and discretion (not exceeding those vested in or
          exercisable by the Directors under these Articles) and for such period
          and subject to such conditions as they may think fit, and any such
          power of attorney may contain such provisions for the protection and
          convenience of persons dealing with any such attorney as the Directors
          may think fit, and may also authorize any such attorney to delegate
          all or any of the powers, authorities and discretion vested in him.

     (b   The Directors may from time to time provide for the management of the
          affairs of the Company in such manner as they shall think fit.


                         DISQUALIFICATION OF DIRECTORS
                         -----------------------------

97.  The office of Director shall be vacated, if the Director:

     (a   files a petition in bankruptcy or makes any arrangement or composition
          with his creditors;

     (b   is found to be or becomes of unsound mind; or

     (c   resigns his office by notice in writing to the Company.


                           PROCEEDINGS OF DIRECTORS
                           ------------------------

98.  The Directors may meet together (either within or without the Cayman
     Islands) for the despatch of business, adjourn, and otherwise regulate
     their meetings and proceedings as they think fit consistent with the
     Stockholders Agreement.  Questions arising at any meeting shall be decided
     by a majority of votes consistent with the Stockholders Agreement.  A
     Chairman or the Manager may at any time summon a meeting of the Directors,
     and 25% of the Directors may at any time summon a meeting of the Directors
     in the same manner as nearly as possible as that in which meetings may be
     summoned by the Chairman or the Manager.

99.  A Director or Directors may participate in any meeting of the Board, or of
     any committee appointed by the Board of which such Director or Directors
     are members, by means of telephone or similar communication equipment by
     way of which all persons participating in such meeting can hear each other
     and such participation shall be deemed to constitute presence in person at
     the meeting.

100. (a   The quorum necessary for the transaction of the business of Directors
          shall be a majority of the Directors, provided, that one director
                                                --------                   
          elected by the Class B Members and one director elected by the Class C
          Members is present.  A director represented by proxy or by an
          Alternate Director at any meeting shall be deemed to be present for
          the purposes of determining whether or not a quorum is present.

                                       25

 
     (b   If within two hours from the time appointed for the meeting a director
          elected by the Class B Members or a Class C Members, as the case may
          be, is not present, the meeting shall stand adjourned to the second
          business day thereafter, at the same time and place, at which the
          quorum necessary for the transaction of the business of Directors
          shall be a majority of the Directors.

101. A Director who is in any way, whether directly or indirectly, interested in
     a contract or proposed contract with the Company shall declare the nature
     of his interest at a meeting of the Directors. A general notice given to
     the Directors by any Director to the effect that he is a member of any
     specified company or firm and is to be regarded as interested in any
     contract which may thereafter be made with that company or firm shall be
     deemed a sufficient declaration of interest in regard to any contract so
     made. A Director may vote in respect of any contract or proposed contract
     or arrangement notwithstanding that he may be interested therein and if he
     does so his vote shall be counted and he may be counted in the quorum at
     any meeting of the Directors at which any such contract or proposed
     contract or arrangement shall come before the meeting for consideration.

102. A Director may hold any other office or place of profit under the Company
     (other than the office of auditor) in conjunction with his office of
     Director for such period and on such terms (as to remuneration and
     otherwise) as the Directors may determine and no Director or intending
     Director shall be disqualified by his office from contracting with the
     Company either with regard to his tenure of any such other office or place
     of profit or as vendor, purchaser or otherwise, nor shall any such contract
     or arrangement entered into by or on behalf of the Company in which any
     Director is in any way interested, be liable to be avoided, nor shall any
     Director so contracting or being so interested be liable to account to the
     Company for any profit realized by any such contract or arrangement by
     reason of such Director holding that office or of the fiduciary relation
     thereby established.  A Director, notwithstanding his interest, may be
     counted in the quorum present at any meeting whereat he or any other
     Director is appointed to hold any such office or place of profit under the
     Company or whereat the terms of any such appointment are arranged and he
     may vote on any such appointment or arrangement.

103. Any Director may act by himself or his firm in a professional capacity for
     the Company, and he or his firm shall be entitled to remuneration for
     professional services as if he were not a Director; provided that nothing
     herein contained shall authorize a Director or his firm to act as auditor
     to the Company.

104. The Directors shall cause minutes to be made in books or loose-leaf folders
     provided for the purpose of recording:

     (a   all appointments of officers made by the Directors;

     (b   the names of the Directors present at each meeting of the Directors
          and of any committee of the Directors;

     (c   all resolutions and proceedings at all meetings of the Company, and of
          the Directors and of committees of Directors.

105. When the Chairman and Secretary of a meeting of the Directors sign the
     minutes of such meeting the same shall be deemed to have been duly held
     notwithstanding that all the Directors have not actually come together or
     that there may have been a technical defect in the proceedings.

106. A resolution signed by all the Directors shall be as valid and effectual as
     if it had been passed at a Meeting of the Directors duly called and
     constituted.  When signed a resolution may consist of several documents
     each signed by one or more of the Directors.

                                       26

 
107. The continuing Directors may act notwithstanding any vacancy in their body
     but if and so long as their number is reduced below the number fixed by or
     pursuant to the Articles of the Company as the necessary quorum of
     Directors, the continuing Directors may act for the purpose of increasing
     the number, or of summoning a general meeting of the Company, but for no
     other purpose.

108. Subject to the Stockholders Agreement, the Directors may elect a chairman
     of their meetings and determine the period for which he is to hold office;
     but if no such chairman is elected, or if at any meeting the chairman is
     not present within one hour after the time appointed for holding the same,
     the Director Designees (as defined in the Stockholders Agreement) of the
     Class B Members present may choose one of their number to be chairman of
     the meeting.

109. A committee appointed by the Directors may elect a chairman of its
     meetings; if no such chairman is elected, or if at any meeting the chairman
     is not present within 30 minutes after the time appointed for holding the
     same, the members present may choose one of their number to be chairman of
     the meeting.

110. A committee appointed by the Directors may meet and adjourn as it thinks
     proper.  Questions arising at any meeting shall be determined by a majority
     of votes of the committee members present and in case of an equality of
     votes the chairman shall have a second or casting vote.

111. All acts done by any meeting of the Directors or of a committee of
     Directors, or by any person acting as a Director, shall notwithstanding
     that it be afterwards discovered that there was some defect in the
     appointment of any such Director or person acting as aforesaid, or that
     they or any of them were disqualified, be a valid act as if every such
     person had been duly appointed and was qualified to be a Director.


                            EXPENSES OF THE COMPANY
                            -----------------------

112. The Company shall pay all expenses incurred by the Company (and shall
     reimburse to the Manager all reasonable bona fide out-of-pocket expenses
     incurred by the Manager on behalf of the Company).


                                  LIMITATIONS
                                  -----------

113. [Intentionally Omitted]

                                   ACCOUNTS
                                   --------

114. The Manager shall cause to be kept proper accounts with respect to:

     (a   all sums of money received and expended by the Company and the matters
          in respect of which such receipt and expenditure take place; and

     (b   all sales and purchases by the Company; and

     (c   the assets and liabilities of the Company.

115. The books of account shall be kept at the registered office or at such
     other place outside the U.S. as the Manager thinks fit, and shall always be
     open to inspection by the Directors.  No Member, other than the Manager,
     shall have any right of inspecting any account or book or document of the

                                       27

 
     Company except as conferred by the Companies Law or authorized by the
     Manager or by the Class B Members in general meeting.


                            INDEPENDENT ACCOUNTANTS
                            -----------------------

116. The books and records of the Company shall be audited outside the United
     States by independent certified accountants selected by the Board of
     Directors, as of the end of each Fiscal Year, commencing with the first
     partial Fiscal Year, of the Company.


                             FILING OF TAX RETURNS
                             ---------------------

117. The Manager shall prepare and file, or cause the accountants of the Company
     to prepare and file, a federal information tax return in compliance with
     Section 6031 of the Code, if required by applicable U.S. law, and any tax
     or other information returns required by Cayman Islands law or any other
     law of any other jurisdiction for each tax year of the Company, and shall
     be authorized to make any tax elections as permitted by the Company.  The
     Manager shall cause the Company to be treated as a partnership for United
     States Federal income tax purposes, including, without limitation, cause
     the Company to file Form 8832 and any successor forms thereto.


                                      TAX
                                      ---

118. The Manager shall be designated on the Company's annual U.S. federal
     information tax return, if any is filed for a particular year, as the Tax
     Matters Partner of the Company (the "Tax Matters Partner") as provided in
     Section 6231(a)(7) of the Code.  In the event the Company shall be the
     subject of an income tax audit by any U.S. federal, state or local
     authority or taxing authority of any other jurisdiction, to the extent the
     Company is treated as an entity for purposes of such audit, including
     administrative settlement and judicial review, the Tax Matters Partner
     shall be authorized to act for, and its decision shall be final and binding
     upon, the Company and each Member thereof unless otherwise required by
     applicable law; provided, however, that, in any such material proceeding,
                     --------  -------                                        
     the Tax Matters Partner shall furnish to the holders of Shares a copy of
     all material notices and other written communications received by the Tax
     Matters Partner from any such taxing authority and shall keep the holders
     of Shares reasonably informed of all material matters which may come to its
     attention in its capacity as Tax Matters Partner; and provided further
     that, unless all Members of the same class are adversely affected in a
     proportionate manner, the Manager may not take any action under this
     Article 118 that could reasonably be expected to result in a material tax
     liability to any Member without such Member's consent.  All expenses
     incurred in connection with any such audit, investigation, settlement or
     review shall be borne by the Company.


                          REPORTS TO CURRENT MEMBERS
                          --------------------------

119. Within 90 days after the end of each Fiscal Year, the Company shall prepare
     and mail to each Member annual audited financial statements, prepared in
     accordance with U.S. Generally Accepted Accounting Principles at the
     Members' respective registered address, as maintained in the Register of
     the Company by March 31 of the following year.  Within 60 days from the end
     of each quarter, the Company shall prepare and mail to each Member,
     quarterly unaudited financial statements.  Upon written request, a Member
     holding 5% of the outstanding shares shall have reasonable access to the
     books and records of the Company during normal business hours and shall
     have reasonable access to appropriate Company management.

                                       28

 
120. The financial report for each Fiscal Year shall be accompanied by the
     report thereon of the independent accountants for the Company selected by
     the Tax Matters Partner.


                           CAPITALIZATION OF PROFITS
                           -------------------------

121. The Manager may determine that it is desirable to capitalize any part of
     the amount for the time being standing to the credit of any of the
     Company's reserve accounts or to the credit of the profit and loss account
     or otherwise available for distribution, and accordingly that such sum be
     set free for distribution amongst the Members who would have been entitled
     thereto if distributed by way of dividend and in the same proportions on
     condition that the same be not paid in cash but be applied either in or
     towards paying up any amounts for the time being unpaid on any Shares held
     by such Members respectively or paying up in full unissued shares or
     debentures of the Company to be allotted and distributed credited as fully
     paid up to and amongst such Members in the proportion aforesaid, or partly
     in the one way and partly in the other, and the Manager shall give effect
     to such determination; provided always that a share premium account and
     capital redemption reserve may only be applied in accordance with the
     provisions of the Companies Law.

122. When such determination pursuant to Article 121 hereof has been made, the
     Manager shall make all appropriations and applications of the undivided
     profits resolved to be capitalised thereby, and all allotments and issues
     of fully paid shares or debentures, if any, and generally shall do all acts
     and things required to give effect thereto, with full power to the Manager
     to make such provision by payment in cash or otherwise as it thinks fit for
     the case of shares or debentures becoming distributable in fractions.


                                    NOTICES
                                    -------

123. Any notice or document may be served by the Company, from the Cayman
     Islands or any other location, on any Member either personally, by
     facsimile or by sending it through the post in a prepaid letter or via a
     recognized courier service, fees prepaid, addressed to such Member at his
     address as appearing in the Register.  In the case of joint holders of a
     Share, all notices shall be given to that one of the joint holders whose
     name stands first in the Register in respect of the joint holding, and
     notice so given shall be sufficient notice to all the joint holders.

124. Notices to be posted to addresses outside the Cayman Islands shall be
     forwarded by prepaid airmail.

125. Any Member present, either personally or by proxy, at any meeting of the
     Company shall for all purposes be deemed to have received due notice of
     such meeting and, where requisite, of the purposes for which such meeting
     was convened.

126. Any notice or other document, if served by (a) post, shall be deemed to
     have been served five days after the time when the letter containing the
     same is posted and if served by courier, shall be deemed to have been
     served five days after the time when the letter containing the same is
     delivered to the courier (in proving such service it shall be sufficient to
     prove that the letter containing the notice or document was properly
     addressed and duly posted or delivered to the courier), or, (b) facsimile,
     shall be deemed to have been served upon confirmation of receipt or (c)
     recognized delivery service, shall be deemed to have been served 48 hours
     after the time when the letter containing the same is delivered to the
     courier service and in proving such service it shall be sufficient to prove
     that the letter containing the notice or document was properly addressed
     and duly posted or delivered to the courier.

                                       29

 
127. Any notice or document delivered or sent by post to or left at the
     registered address of any Member in pursuance of these Articles shall
     notwithstanding that such Member be then dead or bankrupt, and whether or
     not the Company has notice of his death or bankruptcy, be deemed to have
     been duly served in respect of any share registered in the name of such
     Member as sole or joint holder, unless his name shall at the time of the
     service of the notice or document, have been removed from the Register as
     the holder of the share, and such service shall for all purposes be deemed
     a sufficient service of such notice or document on all persons interested
     (whether jointly with or as claiming through or under him) in the share.

               CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE
               -------------------------------------------------

128. For the purpose of determining Members entitled to notice of or to vote at
     any Meeting of Members or any adjournment thereof, or in order to make a
     determination of Members for any other proper purpose, the Manager of the
     Company may provide that the Register shall be closed for transfers for a
     stated period.

129. In lieu of or apart from closing the Register the Manager may fix in
     advance a date as the record date for any such determination of Members
     entitled to notice of or to vote at a Meeting of the Members and for the
     purpose of determining the Members entitled to receive a Distribution the
     Manager may either before or on the date of declaration of such
     Distribution fix a date as the record date for such determination.

130. If the Register is not so closed and no record date is fixed for the
     determination of Members entitled to notice of or to vote at a Meeting of
     Members or Members entitled to receive a Distribution, the date on which
     notice of the Meeting is mailed or the date on which the resolution of the
     Manager declaring such Distribution is adopted, as the case may be, shall
     be the record date for such determination of Members.  When a determination
     of Members entitled to vote at any Meeting has been made in the manner
     provided in this Article, such determination shall apply to any adjournment
     thereof.

                                   THE SEAL
                                   --------

131. The Manager shall provide for the safe custody of the Seal and the Seal
     shall never be used except by the authority of the Manager.  The Manager
     may keep for use outside the Cayman Islands a facsimile Seal.  The Manager
     may from time to time as it sees fit (subject to the provisions of these
     Articles relating to share certificates) determine the persons and the
     number of such persons in whose presence the Seal or the facsimile thereof
     shall be used, and until otherwise so determined the Seal or the facsimile
     thereof shall be affixed in the presence of the Manager or of some other
     person duly authorized by the Manager.


                                  DISCLOSURE
                                  ----------

132. The Manager shall if lawfully required to do so under the laws of any
     jurisdiction to which the Company is subject or in compliance with the
     rules of any Stock Exchanges upon which Shares are listed be entitled to
     disclose any information regarding the affairs of the Company including
     without limitation information contained in the Register and transfer books
     of the Company.


                      REGISTRATION BY WAY OF CONTINUATION
                      -----------------------------------

                                       30

 
133. (a   The Company may by special resolution resolve to be registered by way
          of continuation in a jurisdiction outside the Cayman Islands or such
          other jurisdiction in which it is for the time being incorporated,
          registered or existing.

     (b   In furtherance of a resolution adopted pursuant to sub-clause (a) of
          this Article, the Manager may cause an application to be made to the
          Registrar of Companies to deregister the Company in the Cayman Islands
          or such other jurisdiction in which it is for the time being
          incorporated, registered or existing and may cause all such further
          steps as they consider appropriate to be taken to effect the transfer
          by way of continuation of the Company.


                            DISTRIBUTION OF SHARES
                            ----------------------

134. If the Company shall make any distribution or dividend on the Shares in
     securities of another entity, the Members shall enter into an agreement
     with respect to such securities containing provisions substantially the
     same as contained in these Articles and the Stockholders Agreement.  Prior
     to any liquidation or dissolution of the Company or any distribution by the
     Company of any equity securities of GTH, the Company shall take all action
     as is required to effect the following: (a) the amendment of the Memorandum
     of Association and bye-laws of GTH so that the provisions thereof, taken as
     a whole, resemble, as closely as would be permitted by the laws of Bermuda,
     the provisions of these Articles and the Stockholders Agreement (including,
     without limitation, the terms of the Class A, Class B, Class C, Class D and
     Class E Stock), (b) the redemption of its Shares in exchange for shares of
     GTH that have rights that resemble, as closely as would be permitted by the
     laws of Bermuda, the rights of the Shares and (c) the execution and
     delivery among GTH and the Members of an agreement that resembles, as
     closely as would be permitted by the laws of Bermuda, the terms and
     provisions of these Articles and the Stockholders Agreement.


                                  TERMINATION
                                  -----------

135. The Company shall be dissolved and terminated and its affairs wound up upon
     the occurrence of any of the following events (an "Event of Termination"):

     (a   the expiration of its Term;

     (b   ninety days after the removal of the Manager by the Board of Directors
          pursuant to Article 23; or

     (c   the written consent of the Manager and the approval of the holders of
          80% of the outstanding shares of Class B Stock, voting as a class and
          the approval of the holders of 80% of the outstanding shares of Class
          C Stock, voting as a class;

     provided, however, the Company will not terminate in accordance with clause
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     (b) above if the Directors elect in accordance with the provisions of
     Article 23 (b), within ninety days of the removal of the Manager, a new
     Manager (other than the removed Manager) to continue the activities of the
     Company; and Section 199(1)(c) of the Companies Law shall not apply.

136. Upon the occurrence of an Event of Termination, the Company shall be
     dissolved and wound up.  In connection with the dissolution and winding-up
     of the Company, the Manager or, if there is no Manager, a liquidator,
     appointed by a majority of the Class B Members shall proceed, in its sole

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     discretion, with the sale or liquidation of all of the assets of the
     Company and the final distribution of the assets of the Company, in the
     following manner and order of priority:

     (a   to payment and discharge of the claims of all creditors of the Company
          who are not Members;

     (b   to payment and discharge of the claims of all creditors of the Company
          who are Members; and

     (c   to payment and discharge to the Members in accordance with the
          provisions of Article 33, after giving effect to any prior payments in
          accordance with the such provisions.

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