EXHIBIT 4.4

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of June 15,1998, among (i) PLD TELEKOM INC. (formerly known as Petersburg Long Distance Inc.), a Delaware corporation (formerly an Ontario company, that became a Delaware corporation pursuant to Section 388 of the General Corporation Law of the State of Delaware pursuant to a Certificate of Domestication filed in Delaware on February 28, 1997) (the "Company"), as issuer, (ii) NWE CAPITAL (CYPRUS) LIMITED, a Cypriot corporation ("NWE Cyprus"), PLD ASSET LEASING LIMITED, a Cypriot corporation ("PLD Leasing"), PLD CAPITAL LIMITED, a Cypriot corporation ("PLD Capital"), PLD CAPITAL ASSET (U.S.) INC., a Delaware corporation ("PLD Capital Asset"), WIRELESS TECHNOLOGY CORPORATIONS LIMITED, a British Virgin Islands corporation ("WTC"), and BALTIC COMMUNICATIONS LIMITED, a Russian joint stock company of the closed type ("BCL"), as Guarantors, (iii) CLAYTON WAITE, shareholder of NWE Cyprus as nominee of the Company, and APROPOS INVESTMENTS LTD., shareholder of PLD Leasing and PLD Capital as nominee of the Company, and (iv) THE BANK OF NEW YORK, a New York banking corporation ("BONY"), as Senior Note Trustee under the Senior Note Indenture and Convertible Note Trustee under the Convertible Note Indenture (as each term is defined below).

RECITALS

WHEREAS, the Company, NWE Cyprus, PLD Leasing, PLD Capital, WTC, BCL and BONY, as trustee thereunder (the "Senior Note Trustee"), have entered into the Indenture (as supplemented and amended, the "Senior Note Indenture"), dated as of May 31, 1996, pursuant to which the Company issued $123,000,000 in principal amount at Stated Maturity of its 14% Senior Discount Notes due 2004 (the "Senior Notes"; capitalized terms used herein without definition have the respective meanings defined in the Senior Note Indenture as in effect on the date hereof);

WHEREAS, the Company, NWE Cyprus, PLD Leasing, PLD Capital, WTC, BCL and BONY, as trustee thereunder (the "Convertible Note Trustee"), have entered into the Indenture (as supplemented and amended, the "Convertible Note Indenture"; together with the Senior Note Indenture, collectively the "Indentures"), dated as of May 31, 1996, pursuant to which the Company issued $26,500,000 in principal amount at Stated Maturity of its 9% Convertible Subordinated Notes due 2006 (the "Convertible Notes");

WHEREAS, the Company has formed PLD Capital Asset for the limited purpose of operating as a Leasing Company;

WHEREAS, Section 10.5 of each Indenture requires that the Company shall cause each Subsidiary which, after the date of the Indentures, is required by
Section 4.10(a) of each

Indenture to become a Guarantor to execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the trustee which subjects such Restricted Subsidiary to the provisions of each of the Indentures as a Guarantor;

WHEREAS, PLD Capital Asset desires to enter into this Second Supplemental Indenture and to become bound by the terms of each of the Indentures as a Guarantor;

WHEREAS, concurrently herewith, PLD Capital Asset and BONY, in its capacities as Senior Note Trustee and Convertible Note Trustee and as collateral agent thereunder (the "PLD Capital Asset Collateral Agent"), have entered into the Leasing Company Security and Pledge Agreement (PLD Capital Asset) dated as of the date hereof;

WHEREAS, concurrently herewith, PLD Capital Asset and BONY, in its capacities as Senior Note Trustee and Convertible Note Trustee and as escrow agent thereunder (the "PLD Capital Asset Escrow Agent"), have entered into the Leasing Company Escrow Account Agreement (PLD Capital Asset) dated as of the date hereof;

WHEREAS, all acts and things prescribed by the Indentures, by law and by the Certificate of Incorporation and the Bylaws of the Company, of the Guarantors and of BONY necessary to make this Second Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and BONY in the capacities in which it is a party hereto, in accordance with its terms, have been duly done and performed;

WHEREAS, all conditions precedent to amend or supplement the Indentures have been met;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Effect of this Second Supplemental Indenture. This Second Supplemental Indenture is supplemental to the Indentures and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the respective Indentures for any and all purposes. Except as specifically modified herein, the Indentures, the Senior Notes and the Convertible Notes are in all respects ratified and confirmed and shall remain in full force and effect in accordance with their terms.

SECTION 2. Agreement to Become a guarantor Under the Indentures. PLD Capital Asset shall become party to each of the Indentures as a Guarantor thereunder and agrees to be bound by all the terms binding on a Guarantor thereunder.

SECTION 3. APPLICABLE LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4. Counterparts. The parties may sign any number of counterparts or copies of this Second Supplemental Indenture. Each signed counterpart or copy shall be an original, but all of such executed counterparts or copies together shall represent the same agreement.

SECTION 5. Severability. In case one or more of the provisions in this Second Supplemental Indenture shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, illegality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent provided by law.

SECTION 6. Headings. The headings, the language preceding the text of the amendments and the sections in this Second Supplemental Indenture have been inserted for convenience of reference only, are not considered a part hereof and in no way modify or restrict any of the terms or provisions hereof.

[Signature pages to follow.]

IN WITNESS WHEREOF, the parties hereby have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

PLD TELEKOM INC. (formerly known as Petersburg Long Distance Inc.)

By: /s/ Clayton A. Waite
   -------------------------------------
     Name: Clayton A. Waite
     Title: Vice President

By: /s/ Clive Anderson
   -------------------------------------
    Name: Clive Anderson
    Title: Senior Vice President

NWE CAPITAL (CYPRUS) WAITED

By: /s/ Clayton A. Waite
   -------------------------------------
     Name: Clayton A. Waite
     Title: Authorized Representative

PLD ASSET LEASING LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------
     Name: Clayton A. Waite
     Title: Director

PLD CAPITAL LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------
     Name: Clayton A. Waite
     Title: Director

PLD CAPITAL ASSET (U.S.) INC.

By: /s/ E. Clive Anderson
   ----------------------------------
     Name: E. Clive Anderson
     Title: Vice President

WIRELESS TECHNOLOGY CORPORATIONS LIMITED

By: /s/ E. Clive Anderson
   ----------------------------------
     Name: E. Clive Anderson
     Title: Authorized Representative

BALTIC COMMUNICATIONS LIMITED

By: /s/ E. Clive Anderson
   ----------------------------------
     Name: E. Clive Anderson
     Title: Authorized Representative

/s/ Clayton A. Waite
-------------------------------------
CLAYTON WAITE

APROPOS INVESTMENTS LTD.

By: /s/ Clayton A. Waite
   ----------------------------------
     Name: Clayton A. Waite
     Title: Authorized Representative

THE BANK OF NEW YORK, as Senior Note Trustee and Convertible Note Trustee.

By: /s/ Thomas E. Tabor
   ---------------------------------
     Name: Thomas E. Tabor
     Title: Assistant Vice President

EXHIBIT 4.5

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE, dated as of January 12, 1999, among (i) PLD TELEKOM INC., a Delaware corporation (the "Company"), as issuer, (ii) NWE CAPITAL (CYPRUS) LIMITED, a Cypriot company ("NWE Cyprus"), PLD ASSET LEASING LIMITED, a Cypriot company ("PLD Leasing"), PLD CAPITAL LIMITED, a Cypriot company ("PLD Capital"), PLD CAPITAL ASSET (U.S.) INC., a Delaware corporation ("PLDCA"), WIRELESS TECHNOLOGY CORPORATIONS LIMITED, a British Virgin Islands company ("WTC"), and BALTIC COMMUNICATIONS LIMITED, a Russian joint stock company of the closed type ("BCL"), as Guarantors, (iii) CLAYTON A. WAITE, shareholder of NWE Cyprus as nominee for the Company, and APROPOS INVESTMENTS LTD., a Cypriot company, shareholder of PLD Leasing and PLD Capital as nominee for the Company, and (iv) THE BANK OF NEW YORK, a New York banking corporation ("SONY"), as trustee under the Indentures (as defined below).

RECITALS

WHEREAS, the Company, NWE Cyprus, PLD Leasing, PLD Capital, WTC, BCL and BONY, as trustee thereunder (the "Senior Note Trustee"), entered into an indenture dated as of May 31, 1996 (as amended up to the date hereof, the "Senior Note Indenture"), pursuant to which the Company issued $123,000,000 in principal amount at Stated Maturity of its 14% Senior Discount Notes due 2004 (the "Senior Notes", capitalized terms used herein without definition, having the respective meanings given to them in the Senior Note Indenture);

WHEREAS, the Company, NWE Cyprus, PLD Leasing, PLD Capital, WTC, BCL and BONY, as trustee thereunder (the "Convertible Note Trustee"), entered into an indenture dated as of May 31, 1996 (as amended up to the date hereof, the "Convertible Note Indenture", and, together with the Senior Note Indenture, the "Indentures", pursuant to which the Company issued $26,500,000 in principal amount at Stated Maturity of its 9% Convertible Subordinated Notes due 2006 (the "Convertible Notes");

WHEREAS, the Company and the Guarantors and each of the other parties to the Indentures desire to amend the terms of Section 10.2 of each of the Indentures, relating to the limitation of liability of each individual Guarantor, in the manner hereinafter provided;

WHEREAS, such amendments may be made without notice to or consent of any Holder of Notes pursuant to Section 9.1 (b) and Section 9.1 (f) of each of the Indentures;

WHEREAS, all acts and things prescribed by the Indentures, by law and by the Certificate of Incorporation and the Bylaws of the Company, of the Guarantors and of BONY necessary to make this Third Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and BONY in the capacities in which each is a party hereto, in accordance with its terms, have been duly done and performed; and

WHEREAS, all conditions precedent to amend or supplement the Indentures have been met;

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Effect of this Third Supplemental Indenture. This Third Supplemental Indenture is supplemental to the Indentures and does and shall be deemed to form a part of, and shall be construed in connection with and as a part of, the respective Indentures for any and all purposes. In the event of any conflict or inconsistency between the terms of this Third Supplemental Indenture and either of the Indentures, the terms of this Third Supplemental Indenture shall govern. The Senior Notes, the Convertible Notes and the Indentures, as amended by this Third Supplemental Indenture, are in all respects ratified and confirmed and shall remain in full force and effect in accordance with their terms, as amended hereby.

SECTION 2. Amendment of Section 10.2 of the Senior Note Indenture. The second sentence of Section 10.2 of the Senior Note Indenture shall be amended so as to read hereafter as follows:

"To effectuate the foregoing intention, each such Guarantor hereby irrevocably agrees that the obligation of such Guarantor under its Guarantee under this Article X shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, (including, if applicable, its obligations under the Convertible Notes) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance or fraudulent transfer or not otherwise being void, voidable or unenforceable under any bankruptcy, reorganization, receivership, insolvency, liquidation or other similar legislation or legal principles under any applicable foreign law."

SECTION 3. Amendment of Section 10.2 of Convertible Note Indenture. The second sentence of Section 10.2 of the Convertible Note indenture shall be amended so as to read hereafter as follows:

"To effectuate the foregoing intention, each such Guarantor hereby irrevocably agrees that the obligation of such Guarantor under its Guarantee under this Article X shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, (including, if applicable, its obligations under the Senior Notes) and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent conveyance or fraudulent transfer or not otherwise being void, voidable or unenforceable under any bankruptcy, reorganization, receivership, insolvency, liquidation or other similar legislation or legal principles under any applicable foreign law."

SECTION 4. APPLICABLE LAW. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 5. Counterparts. The parties may sign any number of counterparts or copies of this Third Supplemental Indenture. Each signed counterpart or copy shall be an original, but all of such executed counterparts or copies together shall represent the same agreement.

SECTION 6. Severability. In case one or more of the provisions of this Third Supplemental Indenture shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, illegality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent provided by law.

SECTION 7. Headings. The headings in this Third Supplemental Indenture have been inserted for convenience of reference only, are not considered a part

hereof and in no way modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.

PLD TELEKOM INC.

By: /s/ Clive Anderson
   ------------------------------------

NWE CAPITAL (CYPRUS) LIMITED

By: /s/ Clayton A. Waite
   ------------------------------------

PLD ASSET LEASING LIMITED

By: /s/ Clayton A. Waite
   ------------------------------------

PLD CAPITAL LIMITED

By: /s/ Clayton A. Waite
   ------------------------------------

PLD CAPITAL ASSET (U.S.) INC.

By: /s/ Clive Anderson
   ------------------------------------

WIRELESS TECHNOLOGY
CORPORATIONS LIMITED

By: /s/ Clive Anderson
   ------------------------------------

BALTIC COMMUNICATIONS LIMITED

 /s/ Clayton A. Waite
-------------------------------
CLAYTON A. WAITE

APROPOS INVESTMENTS LTD.

By:  /s/ Clayton A. Waite
    -------------------------------

THE BANK OF NEW YORK, as Senior Note Trustee and Convertible Note Trustee, and as collateral agent or escrow agent under the other Amended Documents

By:  /s/ Ming J. Shiang
    -------------------------------
     MING J. SHIANG
     Vice President

EXHIBIT 4.6

PLD TELEKOM INC.
(FORMERLY PETERSBURG LONG DISTANCE INC.)

CUSIP NO. 69340T-AA-8

14% SENIOR DISCOUNT NOTE DUE 2004

No. E-1

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

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

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

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

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

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

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

Dated: October 21, 1998
PLD TELEKOM INC.

                                             By:      /s/ James R.S. Hatt
                                             Name:    James R.S. Hatt
                                             Title:   President and
                                                      Chief Executive Officer

(Corporate Seal)

                                             By:      /s/ Simon Edwards
                                             Name:    Simon Edwards
                                             Title:   Senior Vice President and
                                                      Chief Financial Officer

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

By: /s/ Thomas Tabor
    Authorized Signatory

                                PLD TELEKOM INC.
                    (FORMERLY PETERSBURG LONG DISTANCE INC.)

GLOBAL NOTE
REPRESENTING 14% SENIOR DISCOUNT NOTES DUE 2004

1. Indenture.

This Note is one of a duly authorized issue of debt securities of PLD Telekom Inc. (formerly Petersburg Long Distance Inc.), a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), designated as its "14% Senior Discount Notes due 2004" (herein called the "Notes") limited in aggregate principal amount at Stated Maturity to $123,000,000 plus any additional amounts that may accrete from June 1, 1998 through November 30, 1998 (the "Total Principal Amount"), issued under an indenture dated as of May 31, 1996 (as amended or supplemented from time to time, the "Indenture") among the Company, the corporations acting as guarantors and named therein (the "Guarantors"), and The Bank of New York, as trustee (the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. All terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

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

2. Principal and Interest.

The Company promises to pay the Total Principal Amount to the Holder hereof on June 1, 2004.

This Note is issued at a discounted principal value of $87,697,300. This Note will accrete interest at a rate computed as if this Note had been issued bearing interest at the rate of 14% per annum on May 31, 1996 (being a rate of 14.9445% per annum for the period from the Issue Date through November 30, 1996), compounded semi-annually, to an aggregate principal amount of $123,000,000 by December 1, 1998 (subject to the provisions of the next paragraph). Thereafter interest on this Note will accrue at the rate of 14% per annum (subject to the provisions of the next paragraph) and will be payable in cash semi-annually on June 1 and December 1 of each year, commencing June 1, 1999, until the principal amount hereof is paid or made available for payment. The effect of the foregoing is that this Note will bear interest at the rate of 14.9445% per annum from the Issue Date through November 30, 1996 and 14% per annum thereafter (subject to the provisions of the next paragraph). The payment of interest on this Note in respect of the period from the Issue Date to December 1, 1998, however, will effectively be deferred until Maturity and such deferred interest will be compounded semi-annually and added to the outstanding principal amount of this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Since the Company did not receive on or before May 31, 1998, $20,000,000 in Cash Proceeds from a sale or sales of Qualified Stock of the Company occurring subsequent to the Issue Date (other than Qualified Stock issued upon the exercise of Warrants or upon conversion of the Convertible Notes), this Note will bear interest at the rate of 14.5% per annum commencing on June 1, 1998 until any Interest Payment Date prior to which the Company shall have received such $20,000,000 in Cash Proceeds from such a sale of Qualified Stock. Commencing on such Interest Payment Date, this Note will again bear interest at the rate of 14% per annum. For purposes of this interest rate adjustment provision, the Company will be deemed to have received such $20,000,000 in Cash Proceeds if a Change of Control has occurred. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Payment Date. The Record Date for any Interest Payment Date is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture.

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

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

To the extent lawful, the Company shall pay interest on (i) if prior to December 1, 1998, any overdue Accreted Value of (and premium, if any, on) this Note, or if on or after December 1, 1998, any overdue principal of (and premium, if any, on) this Note, at the interest rate borne on this Note, plus 1% per annum, and (ii) Defaulted Interest (without regard to any applicable grace period), including Additional Amounts, if any, and Special Interest, if any, at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.6, Section 4.7 or Section 4.8 of the Indenture, or otherwise.

3. Additional Amounts.

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

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

4. Method of Payment.

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

5. Paying Agent and Registrar.

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

6. Optional Redemption.

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

Year                                       Percentage
----                                       ----------
2002                                       104.000%
2003 and thereafter                        100.000%

The Notes may be redeemed, at the option of the Company, in whole but not in part, upon not less than 30 or more than 60 days' notice to the Holders in accordance with the terms of the Indenture, at a redemption price equal to the Accreted Value thereof, plus accrued and unpaid interest, if any, (including Additional Amounts, if any, and Special Interest, if any) to the applicable Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest (including Additional Amounts, if any, and Special Interest, if any) due on the Interest Payment Date that is on or prior to the Redemption Date) if, as a result of any change in or amendment to the laws or the regulations or rulings promulgated thereunder of Canada, Cyprus, the Russian Federation or any other jurisdiction with which the Company or any Guarantor has any connection (other than as a result of a merger or consolidation of the Company with or into a newly formed corporation solely for the purpose of moving the Company's domicile out of Canada) or any political subdivision thereof or any authority thereof or having power to tax therein, or any change in the application or official interpretation of such laws or regulations, or any change in administrative policy or assessing practice of the applicable taxing authority, which change or amendment becomes effective on or after May 24, 1996, the Company or the Guarantors (if the Guarantees are called) are or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Notes or the Guarantees and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or the Guarantors, as the case may be. The Company will also pay to the Holders on the Redemption Date any Additional Amounts payable in respect of the period ending on the Redemption Date. Prior to the publication of any notice of redemption pursuant to this provision, which in no event will be given earlier than 90 days prior to the earliest date on which the Company or the Guarantors,

as the case may be, would be required to pay such Additional Amounts were a payment in respect of the Notes then due, the Company shall deliver to the Trustee (i) an Officers' Certificate stating that the obligation to pay such Additional Amounts cannot be avoided by the Company or the Guarantors, as the case may be, taking reasonable measures and (ii) an Opinion of Counsel, independent of the Company and the Guarantors and approved by the Trustee, to the effect that the Company or the Guarantors have or will become obligated to pay such Additional Amounts as a result of such change or amendment. Such notice, once delivered by the Company to the Trustee, will be irrevocable. The Trustee shall accept such Officers' Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the condition precedent set forth in clauses (i) and (ii) above, in which event it shall be conclusive and binding on the Holders.

7. Notice of Redemption.

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

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

The Notes are not subject to any sinking fund.

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

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

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

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

Subject to the limitations set forth in the next following paragraph, if at any time the Company or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount

of Excess Proceeds exceeds $5,000,000, the Company shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders, on a pro rata basis, Notes in an aggregate principal amount equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price in cash equal to 100% of the Accreted Value thereof on any Asset Sale Payment Date plus accrued and unpaid interest thereon, if any, Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date, provided that Excess Proceeds attributed to an Asset Sale of Convertible Note Collateral (as defined on the Indenture) must be used first to make an "Asset Sale Offer" pursuant to the Convertible Note Indenture (as defined in the Indenture). Upon completion of an Asset Sale Offer (including payment of the Asset Sale Purchase Price for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes, including the making of an "Asset Sale Offer" pursuant to the Convertible Note Indenture.

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

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

10. The Global Note.

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

furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of Notes.

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

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

11. Transfer and Exchange.

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

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

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

Following the suspension or termination of a Shelf Registration Statement, the Holder of this Note (or holders of interests therein) and prospective purchasers designated by such Holder (or such holders of interests therein) shall have the right to obtain from the Company upon request by such Holder (or such holders of interests) or prospective purchasers, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to 12g3-2(b) under the

Exchange Act, the information required by paragraph (d)(4)(i) of Rule 144 in connection with any transfer or proposed transfer of such Note or interest.

12. Denominations.

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

13. Unclaimed Money.

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

14. Discharge and Defeasance.

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

15. Amendment, Waiver.

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

16. Defaults and Remedies.

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

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

17. Collateral Documents.

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

18. Individual Rights of Trustee.

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

19. No Recourse Against Certain Others.

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

20. Governing Law.

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

21. Abbreviations.

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

22. CUSIP Numbers.

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

23. Subordination.

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

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

PLD Telekom Inc. 680 Fifth Avenue 24th Floor New York, New York 10019

SUBSIDIARY GUARANTEE

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

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

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

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

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

NWE CAPITAL (CYPRUS) LIMITED

By: /s/ Clayton A. Waite

PLD ASSET LEASING LIMITED



By: /s/ Clayton A. Waite

PLD CAPITAL LIMITED



By: /s/ Clayton A. Waite

PLD CAPITAL ASSET (U.S.) INC.



By: /s/ E. Clive Anderson


BALTIC COMMUNICATIONS LIMITED



By: /s/ E. Clive Anderson


WIRELESS TECHNOLOGY CORPORATIONS
LIMITED



By: /s/ E. Clive Anderson

                                                                      TOTAL PRINCIPAL
                                                                         AMOUNT AT                NOTATION
                        DECREASE IN             INCREASE IN              MATURITY                 MADE BY
 DATE OF                 PRINCIPAL               PRINCIPAL            FOLLOWING SUCH               OR ON
DECREASE/                AMOUNT AT               AMOUNT AT               DECREASE/               BEHALF OF
INCREASE                 MATURITY                MATURITY                INCREASE                 TRUSTEE
--------                 --------                --------                --------                 -------

ASSIGNMENT

(To be executed by the registered Holder

if such Holder desires to transfer this Note)

FOR VALUE RECEIVED hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE

(Please print name and address of transferee)

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

Dated: _______________________

______________________________      ________________________ Signature of Holder

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

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

OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

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

[ ] the entire principal amount

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

repurchased by the Company. The undersigned hereby directs the Trustee or Paying Agent to pay it or __________________an amount in cash equal to 101% of the Accreted Value of this Note, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Change of Control Payment Date.

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

[ ] the entire principal amount

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

repurchased by the Company. The undersigned hereby directs the Trustee or Paying Agent to pay it or ______________________an amount in cash equal to 100% of the Accreted Value of this Note, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date.

Dated: _______________________

______________________________      ________________________ Signature of Holder

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

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

EXHIBIT 4.7

PETERSBURG LONG DISTANCE INC.

No. CG 1 CUSIP No. 71623PAC6

9% CONVERTIBLE SUBORDINATED NOTE DUE 2006

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

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

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

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

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

Petersburg Long Distance Inc., an Ontario corporation, for value received, hereby promises to pay to CEDE & Co., or its registered assigns, the principal sum indicated on Schedule A hereof, on June 1, 2006.

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

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

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

Dated: June 12, 1996

PETERSBURG LONG DISTANCE INC.

By: /s/ James Hatt
   -------------------------------------
Name:   James Hatt
Title:  Chief Executive Officer

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

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

By: /s/ Steven Torgeson
    ----------------------------------
        Authorized Signatory

        June 12, 1996

PETERSBURG LONG DISTANCE INC.

9% CONVERTIBLE SUBORDINATED NOTE DUE 2006

1. Indenture.

This Note is one of a duly authorized issue of debt securities of Petersburg Long Distance Inc., an Ontario corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), designated as its "9% Convertible Subordinated Notes due 2006" (herein called the "Notes") limited in aggregate principal amount at Stated Maturity to $26,500,000, issued under an indenture dated as of May 31, 1996 (as amended or supplemented from time to time, the "Indenture") among the Company, the corporations acting as guarantors and named therein (the "Guarantors") and The Bank of New York, as trustee (the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder of Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The summary of the terms of this Note contained herein does not purport to be complete and is qualified by reference to the Indenture. All terms used in this Note which are not defined herein shall have the meanings assigned to them in the Indenture.

The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company, or sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the Property of the Company to any other Person. The Indenture does not contain any restrictions on the incurrence of indebtedness, the creation of liens or the payment of dividends or the making of distributions, investments or certain other restricted payments or any financial covenants.

2. Principal and Interest.

The Company promises to pay the principal amount set forth on Schedule A of this Note to the Holder hereof on June 1, 2006.

This Note will commence to accrue interest from the Issue Date at a rate computed as if this Note had been issued bearing interest at the rate of 9% per annum on May 31, 1996 (being the rate of 9.5858% per annum for the period from the Issue Date through November 30, 1996), and this Note will bear interest at the rate of 9% per annum from December 1, 1996. The Company shall pay such interest from the Issue Date or from the most recent Interest Payment Date thereafter to which interest has been paid or

duly provided for semi-annually on June 1 and December 1 of each year, commencing on December 1, 1996, in cash, to the Holder hereof until the principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, subject to certain exceptions provided in the Indenture, be paid to the Person in whose name this Note (or the Note in exchange or substitution for which this Note was issued) is registered at the close of business on the Record Date for interest payable on such Interest Date. The Record Date for any Interest Payment Date is the close of business on May 15 or November 15, as the case may be, whether or not a Business Day, immediately preceding the Interest Payment Date on which such interest is payable. Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Record Date and shall be paid as provided in Section 2.11 of the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

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

To the extent lawful, the Company shall pay interest on (i)any overdue principal of (and premium, if any, on) this Note, at the interest rate borne on this Note, plus 1% per annum, and (ii) Defaulted Interest (without regard to any applicable grace period), at the same rate. The Company's obligation pursuant to the previous sentence shall apply whether such overdue amount is due at its Stated Maturity, as a result of the Company's obligations pursuant to Section 3.6, Section 4.7, Section 4.8 or Section 4.14 of the Indenture, or otherwise.

3. Additional Amounts.

Except to the extent required by law, any and all payments of, or in respect of, this Note shall be made free and clear of and without deduction for or on account of any and all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto imposed by Canada, the Russian Federation, Cyprus or any other jurisdiction with which the Company or any Guarantor has some connection (including any jurisdiction (other than the United States of America) from or through which payments under the Notes are made) or any political subdivision of or any taxing authority in any such jurisdiction ("Canadian Taxes," "Russian Taxes," "Cypriot Taxes" or "Other Taxes," respectively). If the Company or any Guarantor shall be required by law to withhold or deduct any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes from or in respect of any sum payable under this Note or pursuant to a Guarantee, the sum payable by the Company or such Guarantor, as the case may be, thereunder shall be increased by the amount ("Additional Amounts") necessary so that after making all required withholdings and deductions, the Holder of this Note shall receive an amount

equal to the sum that it would have received had no such withholdings and deductions been made; provided that any such sum shall not be paid in respect of any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes to the Holder of this Note (an "Excluded Holder") (i) resulting from the beneficial owner of this Note carrying on business or being deemed to carry on business in or through a permanent establishment or fixed base in the relevant taxing jurisdiction or any political subdivision thereof or having any other connection with the relevant taxing jurisdiction or any political subdivision thereof or any taxing authority therein other than the mere holding or owning of this Note, being a beneficiary of the Guarantees, the receipt of any income or payments in respect of this Note or the Guarantees or the enforcement of this Note or the Guarantees, (ii) resulting from the Company or any Guarantor not dealing at arm's length (within the meaning of the Income Tax Act (Canada)), with the Holder of this Note at the time of such payment or at the time the amount of such payment is deemed to have been paid or credited or (iii) that would not have been imposed but for the presentation (where presentation is required) of this Note for payment more than 180 days after the date such payment became due and payable or was duly provided for, whichever occurs later. The Company or the Guarantors, as applicable, will also (i) make such withholding or deduction and (ii) remit the full amount deducted or withheld to the relevant authority in accordance with applicable law, and, in any such case, the Company will furnish to each Holder on whose behalf an amount was so remitted, within 30 calendar days after the date the payment of any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantors, as applicable. The Company will, upon written request of each Holder (other than an Excluded Holder), reimburse each such Holder for the amount of (i) any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes so levied or imposed and paid by such Holder as a result of payments made under or with respect to any Notes, and (ii) any Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes so levied or imposed with respect to any reimbursement under the foregoing clause (i) so that the net amount received by such Holder (net of payments made under or with respect to such Notes or the Guarantees) after such reimbursement will not be less than the net amount the Holder hereof would have received if Canadian Taxes, Russian Taxes, Cypriot Taxes or Other Taxes on such reimbursement had not been imposed.

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

4. Special Interest.

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

(a) The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated as of May 31, 1996, between the Company and the Initial Purchasers (the "Registration Agreement"), which agreement is attached to the Indenture as Exhibit C thereto. In the event that either (a) the Convertible Note Shelf Registration Statement (as such term is defined in the Registration Agreement) is not filed with the Securities and Exchange Commission (the "Commission") on or prior to the 45th day following the Issue Date, (b) the Shelf Registration Statement is not declared effective by the Commission on or prior to the 120th day following the Issue Date or (c) any such Shelf Registration Statement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purposes, without being succeeded by a post-effective amendment to such Shelf Registration Statement that cures such failure and that is itself declared effective, for a period of more than 30 consecutive days, interest shall accrue on this Note (in addition to any accrual of stated interest on this Note) from and including the next day following each of (i) such 45-day period in the case of clause (a) above, (ii) such 120-day period in the case of clause (b) above, (iii) such 30-day period in the case of clause (c) above (each such event referred to in clauses (i) through (iii), a "Registration Default"). In each case following the occurrence of a Registration Default, such additional interest (the "Special Interest") will be payable to the Holder hereof during the first 90-day period immediately following the occurrence of such Registration Default in cash semiannually in arrears on each Interest Payment Date, at a rate equal to $0.01 per week per $1,000 principal amount of this Note. The Special Interest payable to the Holder of this Note shall increase by an additional $0.01 per week per $1,000 principal amount of this Note for each 90-day period up to a maximum of $0.50 per week per $1,000 of this Note. Upon (w) the filing of the Shelf Registration Statement after the 45-day period described in clause (a) above,
(x) the effectiveness of a Shelf Registration Statement after the 120-day period described in clause (b) above, or (y) the effectiveness of an applicable Registration Statement after the 30-day period described in clause (c) above, the Special Interest payable on this Note, with respect to such clause (a), (b) or (c), as the case may be, from the date of such filing, effectiveness or consummation, as the case may be, shall cease to accrue and all accrued and unpaid Special Interest as of the occurrence of (w), (x) or (y) shall be paid to the Holder hereof on the next Interest Payment Date with respect thereto. Following the occurrence of (w), (x) and (y) above, the interest terms of this Note shall revert to the original terms set forth above subject to paragraph (b) below.

(b) In the event of the failure of the Company to procure, on or before July 12, 1996, a recognized financial institution with capital of not less than $10,000,000 organized under the laws of the Republic of Ireland which the Trustee may lawfully appoint as a Qualified Foreign Collateral Agent (as defined in Section 7.3 of the Indenture) (the "Procurement") with respect to Technocom Preferred Stock, any payments thereon and any property substituted therefor (the "Subject Collateral")

pursuant to an agreement under which such Qualified Foreign Collateral Agent will agree not to resign without the contemporaneous appointment of a successor Qualified Foreign Collateral Agent (the "Prescribed Agreement"), then, commencing on July 12, 1996, the Company shall pay to each Holder of the Notes additional Special Interest in an amount equal to 1% per annum on the principal amount of such Holder's Notes, accruing for each day until the Procurement is made or Technocom or a successor is reorganized under the laws of Cyprus and a successor Qualified Foreign Collateral Agent has been appointed in respect of the Subject Collateral (the "Reorganization") under a Prescribed Agreement. Such Special Interest shall be payable in cash semi-annually in arrears at the times and in the manner provided for in the Indenture. Such Special Interest shall cease to accrue upon the Procurement or the Reorganization taking place and all accrued and unpaid Special Interest shall be paid to each Holder of the Notes on the next Interest Payment Date with respect thereto. Any Special Interest payable pursuant to this paragraph 4(b) shall be in addition to any Special Interest that may be payable pursuant to paragraph 4(a) above.

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

5. Method of Payment.

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

6. Paying Agent and Registrar.

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

7. Optional Redemption.

Except as set forth in the following paragraph, the Notes may not be redeemed prior to June 1, 2000. During the period from June 1, 2000 to May 31, 2002, the Company may redeem all but not less than all of the Notes if the Closing Price (as defined in the Indenture) of the Common Stock (as defined in the Indenture) equals or exceeds 150% of the conversion price of the Notes for a period of 30 consecutive days, at a redemption price equal to 100% of the principal thereof, plus accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, to the applicable Redemption Date, and any other amount due in respect thereof (but not including any

amount on any Reset Penalty (as defined below)). Thereafter, the Notes will be subject to redemption at the option of the Company, in whole or in part, upon not less than 30 calendar days' nor more than 60 calendar days' notice, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon (if any), Additional Amounts (if any) and Special Interest (if any) to the applicable Redemption Date, and any other amounts due in respect thereof. No amount shall be paid in respect of any Reset Penalty upon any redemption, offer to purchase or other acquisition except in respect of a record date for the Reset Penalty which has passed.

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

8. Notice of Redemption.

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

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

The Notes are not subject to any sinking fund.

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

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

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

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

Subject to the limitations set forth in the following paragraph and the Indenture, if at any time the Company or any Restricted Subsidiary engages in any Asset Sale, as a result of which the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall, within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, use the then-existing Excess Proceeds to make an offer to purchase from all Holders, on a pro rata basis, Notes in an aggregate principal amount equal to the maximum principal amount that may be purchased out of the then-existing Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof on any Asset Sale Payment Date, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Asset Sale Payment Date, provided that Excess Proceeds attributable to assets not constituting Collateral (as defined in the Indenture) must be used first to make an Asset Sale Offer pursuant to the Senior Note Indenture (as defined in the Indenture) unless the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, and then to make an Asset Sale Offer for the Notes, if there remain Excess Proceeds after the Asset Sale Offer for the Senior Notes has been completed. Upon completion of an Asset Sale Offer (including payment of the Offer Purchase Price for accepted Notes), any surplus Excess Proceeds that were the subject of such offer shall cease to be Excess Proceeds, and the Company may then use such amounts for general corporate purposes.

Notwithstanding the paragraph above, the Company will not be obligated to repurchase Notes in connection with an Asset Sale Offer representing in the aggregate more than 25% of the original aggregate principal amount of the Notes (which original aggregate principal amount shall for these purposes be $26,500,000, without any adjustment whatsoever) prior to the date following the Five Year Date, and the original aggregate principal amount of Notes repurchased in connection with any Asset Sale Offer having a purchase date prior to the date following the Five Year Date shall represent no more than 25% of the original aggregate principal amount of the Notes less the original aggregate principal amount of Notes purchased pursuant to Asset Sale Offers relating to all prior Asset Sales. To the extent that the amount of Excess Proceeds exceeds the amount of Notes purchased because of the limitation imposed by the immediately preceding sentence (the amount of such excess being the "Aggregate Unused Proceeds"), such Aggregate Unused Proceeds shall constitute Excess Proceeds for purposes of the first Asset Sale Offer that is made after the Five Year Date and, in the event the amount of the Aggregate Unused Proceeds exceeds $5,000,000, promptly after the Five Year Date, the Company shall commence an Asset Sale Offer on a pro rata basis for an aggregate principal amount of Notes equal to the Aggregate Unused Proceeds (and any other Excess Proceeds that arise between the Five Year Date and such Asset Sale Offer) at a purchase price equal to 100% of the principal amount of the Notes, plus accrued interest, if any, Special Interest, if any, and Additional Amounts, if any, to the date of purchase.

Within 30 calendar days of the date the amount of Excess Proceeds exceeds $5,000,000, the Company shall send, or cause to be sent, by first-class mail, postage

prepaid, a notice regarding the Asset Sale Offer to each Holder of Notes. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled "Option of Holder to Require Purchase" appearing below and tendering this Note pursuant to the Asset Sale Offer. Unless the Company defaults in the payment of the Offer Purchase Price with respect thereto, all Notes or portions thereof selected for payment pursuant to the Asset Sale Offer will cease to accrue interest and Additional Amounts, if any, and Special Interest, if any, from and after the Asset Sale Payment Date.

11. Repurchase at the Option of Holders upon a Termination of Trading.

In the event of any Termination of Trading (as defined in the Indenture) occurring after the Issue Date and on or prior to Maturity, each Holder of Notes will have the right commencing on the date following the Five Year Date, at the Holder's option, to require the Company to repurchase all or any part of such Holder's Notes on the date (the "Repurchase Date") that is 30 days after the date the Company gives notice of the Termination of Trading at a price (the "Repurchase Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, Additional Amounts, if any, and Special Interest, if any, thereon to the Repurchase Date.

On or before the 15th day after the occurrence of a Termination of Trading (unless such Termination of Trading occurs prior to the Five Year Date, then on the 15th day following the Five Year Date), the Company shall mail to all Holders of Notes a notice of the occurrence of such Termination of Trading, the Repurchase Price and the procedures which the Holder must follow to exercise the repurchase right. To exercise such right, the Holder of this Note must deliver, on or before the close of business on the Repurchase Date, irrevocable written notice to the Company (or an agent designated by the Company for such purpose) and to the Trustee of the Holder's exercise of such right, together with the certificates evidencing the Notes with respect to which the right is being exercised, duly endorsed for transfer and with the form entitled "Option of Holder to Require Purchase" appearing below completed. Such written notice is irrevocable.

12. Mandatory Redemption.

Except as set forth in Sections 9, 10 and 11, the Company is not required to make any mandatory redemption payments or sinking fund payments with respect to the Notes.

13. The Global Note.

So long as this Global Note is registered in the name of the Depositary or its nominee, members of, or participants in, the Depositary ("Agent Members") shall have no rights under the Indenture with respect to this Global Note held on their behalf by the Depositary or the Trustee as its custodian, and the Depositary may be treated by the Company, the Guarantors, the Trustee and any agent of the Company, the Guarantors or the Trustee as the absolute owner of this Global Note for all purposes. Notwithstanding

the foregoing, nothing herein shall (i) prevent the Company, the Guarantors, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of Notes.

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

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

14. Transfer and Exchange.

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

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

Upon the registration of transfer, exchange or replacement of a Note not bearing the Private Placement Legend, the Trustee shall deliver a Note that does not bear the Private Placement Legend. Upon the transfer, exchange or replacement of a Note bearing the Private Placement Legend, the Trustee shall deliver a Note bearing the Private Placement Legend, unless such legend may be removed from such Note as

provided in the next sentence. The Private Placement Legend may be removed from a Note if there is delivered to the Company such satisfactory evidence, which may include an opinion of independent counsel licensed to practice law in the State of New York, as reasonably may be requested by the Company to confirm that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note will not violate the registration and prospectus delivery requirements of the Securities Act and if the transferee is a resident of Canada, the securities laws of the applicable province of Canada; provided that the Trustee shall not be required to determine (but may rely on a determination made by the Company with respect to) the sufficiency of any such evidence. Upon provision of such evidence, the Trustee shall authenticate and deliver in exchange for such Note, a Note or Notes
(representing the same aggregate principal amount of the Note being exchanged)
without such legend. If the Private Placement Legend has been removed from a Note, as provided above, no other Note issued in exchange for all or any part of such Note shall bear such legend, unless the Company has reasonable cause to believe that such other Note represents a "restricted security" within the meaning of Rule 144 and instructs the Trustee to cause a legend to appear thereon.

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

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

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

this Global Note may not be exchanged for Certificated Notes other than as provided in this paragraph.

Prior to the effectiveness of a Shelf Registration Statement or following the suspension or termination thereof, the Holder of this Note (or holders of interests therein) and prospective purchasers designated by such Holder (or such holders of interests therein) shall have the right to obtain from the Company upon request by such Holder (or such holders of interests) or prospective purchasers, during any period in which the Company is not subject to
Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to 12g3-2(b) under the Exchange Act, the information required by paragraph
(d)(4)(i) of Rule 144 in connection with any transfer or proposed transfer of such Note or interest.

15. Denominations.

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

16. Unclaimed Money.

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

17. Discharge and Defeasance.

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

18. Amendment, Waiver.

Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Notes, the Collateral Documents and the Senior Note Collateral Documents may be amended with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes and (ii) any past Default and its consequences may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes. Without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend the Indenture, the Notes, the Collateral Documents and the Senior Note Collateral Documents (i) to evidence the succession of another Person to the Company or the Guarantors, as applicable, and the assumption by such successor of the covenants of the Company or the Guarantors under the Indenture,

Collateral Documents and the Senior Note Collateral Documents; (ii) to add additional covenants or to surrender rights and powers conferred on the Company or the Guarantors by the Indenture, the Collateral Documents and the Senior Note Collateral Documents; (iii) to add any additional Events of Default; (iv) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (v) to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; (vi) to add additional security for the Notes and the Guarantees; (vii) to cure any ambiguity in the Indenture, the Collateral Documents or the Senior Note Collateral Documents, to correct or supplement any provision in the Indenture, the Collateral Documents or the Senior Note Collateral Documents which may be inconsistent with any other provision therein or to add any other provisions with respect to matters or questions arising under the Indenture, the Collateral Documents or the Senior Note Collateral Documents, provided that such actions shall not adversely affect the interests of the Holders in any material respect; (viii) to make provision with respect to the conversion rights of the Holders of the Notes in the event of a consolidation, merger or sale of assets involving the Company, as required by the Indenture; or (ix) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

19. Defaults and Remedies.

Events of Default under the Indenture include in summary form:
default in payment of interest, including Additional Amounts, if any, or Special Interest, if any, on the Notes for 30 days; default in payment of principal on the Notes; the occurrence and continuance of an Event of Default under the Senior Note Indenture (as defined therein) for a period of 15 days after written notice has been given to the Company by the Trustee or a Holder of the Notes; failure to comply with certain of the covenants in the Indenture, including the Change of Control covenant, the Asset Sale covenant and the Termination of Trading covenant; failure by the Company to comply with certain of its other agreements in the Indenture or the Notes or any Collateral Document or any Senior Note Collateral Document or a breach of a representation or warranty in any Collateral Document or any Senior Note Collateral Document and the continuance of such default or breach for 45 days after notice; expropriation of assets of the Company or any of its Restricted Subsidiaries having a book value, less the book value of the expropriation proceeds, constituting more than 15% of the book value, on a consolidated basis, of the Company's assets minus current assets; defaults in the payment of certain other Indebtedness; or defaults, other than such payment defaults, which result in the acceleration prior to express maturity of certain other Indebtedness or which consist of the failure to pay at maturity; certain final judgments which remain undischarged, unwaived, if applicable, unbonded, unstayed or unsatisfied; certain events of bankruptcy or insolvency; failure of a Guarantee, a Collateral Document or a Senior Note Collateral Document to be in effect, the denial of obligations under a Guaranty, a Collateral Document or a Senior Note Collateral Document or the Notes by the Company or the Guarantors party thereto or the failure of the Notes and the Guarantees to be secured by the theretofore perfected security interests in the Collateral or the Senior Note Collateral (except as permitted by the Indenture, the Collateral Documents or the Senior Note

Collateral Documents), which in each circumstance continues for 30 days after notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes, subject to certain limitations, may declare all the Notes to be immediately due and payable. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder.

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

20. Collateral Documents.

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

21. Individual Rights of Trustee.

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

22. No Recourse Against Certain Others.

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

23. Governing Law.

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

24. Abbreviations.

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

25. CUSIP Numbers.

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

26. Subordination.

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

27. Conversion Rights.

Subject to and upon compliance with the provisions of the Indenture, the Holder of this Note is entitled, at his, her or its option, at any time on or after 9:00 a.m. New York City time on July 30, 1996 and before the close of business on the Business Day next preceding the Redemption Date, or in case this Note or a portion hereof is called for redemption, then in respect of this Note or such portion hereof until and including, but (unless the Company defaults in making the payment due upon redemption) not after, the close of business on the Business Day next preceding the Redemption Date, to convert this Note at the principal amount hereof, or of such portion, in to fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at a conversion price equal to $6.90 per share of such Common Stock (or in each case at the current adjusted conversion price if an adjustment has been made as provided in the Indenture) by surrender of this Note, duly endorsed or assigned to the Company or in blank, to the Company at its office or agency maintained for that purpose pursuant to the Indenture, accompanied by written notice to the Company in the form provided in this Note (or such other notice as is acceptable to the Company) that the Holder hereof elects to convert this Note and, in case such surrender shall be made during the period from the close of business on any regular Record Date next preceding any Interest Payment Date or the close of business on a record date for the payment of a Reset Penalty to the close of business on such Interest Payment Date or the Reset Penalty Payment Date, as applicable, (unless this Note or the portion thereof being converted has been called for redemption on a Redemption Date within such period), also accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company of an amount equal to the interest payable on such Interest Payment Date on the principal amount of this Security then being converted and/or any Reset Penalty due. Subject to the aforesaid requirement for payment and, in the case of a conversion after the regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Note (or any Predecessor Security) of record at such regular record date to receive an installment of interest (with certain exceptions provided in the Indenture), no payment or adjustment is to be made upon conversion on account of any interest accrued hereon or on account of any dividends on the Common Stock issued upon conversion. No fractional shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional share the Company shall pay a cash adjustment as provided in the Indenture.

On December 1, 1996 (the "Reset Date"), the conversion price will be adjusted (the "Conversion Reset") to equal (x) the product of (i) the average of the high and low prices on the Nasdaq National Market, or the consolidated transaction reporting tape in the event that the Common Stock of the Company is not then traded on the Nasdaq National Market, and (ii) the amount of Common Stock of the Company reported as being traded on that day, for each Trading Day of the 30 calendar days preceding the Reset Date (the "Conversion Reset Period"), divided by the total number of shares of Common Stock of the Company traded over the Conversion Reset Period, then multiplied by (y) 115% (the

"Conversion Reset Price"), if such Conversion Reset Price shall be lower than the conversion price before such calculation, provided that the Conversion Reset Price shall never be adjusted to less than $4.30 per share, but the Company will be required to pay to holders of Notes a quarterly reset penalty ("Reset Penalty") attributable to the Company's inability to adjust the Conversion Reset Price below $4.30 per share. In the event that the conversion price before such calculation shall be equal to or less than the Conversion Reset Price, then no adjustment to the conversion price shall be made. The quarterly Reset Penalty payable to each Holder of Notes shall be an amount equal to $2.50 per Note held by such Holder (which for the purposes of this Paragraph 27 will be determined to be Certificated Notes, each in the denomination of $1,000) unless, but for the proviso in the preceding sentence, the Conversion Reset Price would have been less than $3.80 per share, in which case such quarterly Reset Penalty shall be an amount equal to $5.00 per Note held by such Holder. The Reset Penalty shall be payable on each March 1, June 1, September 1 and December 1 (each such date being referred to herein as a "Reset Penalty Payment Date"), commencing on March 1, 1997, the first such Reset Penalty Payment Date occurring after the Reset Date, and shall be payable to holders of record of Notes on the February 15, May 15, August 15 and November 15 immediately preceding such Reset Penalty Payment Date and shall not accrue. The Reset Penalty will cease to be payable upon an conversion of a Note.

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

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

SUBSIDIARY GUARANTEE

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

Payment on each Note is guaranteed, jointly and severally, by the Guarantors pursuant to Article X of the Indenture on a senior subordinated basis to the extent provided in the Indenture and reference is made to such Indenture for the precise terms of the Guarantees and such subordination.

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

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

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

NWE CAPITAL (CYPRUS) LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------

PLD ASSET LEASING LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------

PLD CAPITAL LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------

BALTIC COMMUNICATIONS LIMITED

By: /s/ Clayton A. Waite
   -------------------------------------

WIRELESS TECHNOLOGY CORPORATIONS LIMITED

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

                                                               TOTAL PRINCIPAL
                                                                  AMOUNT AT              NOTATION
                   DECREASE IN            INCREASE IN             MATURITY                MADE BY
 DATE OF            PRINCIPAL              PRINCIPAL           FOLLOWING SUCH              OR ON
DECREASE/           AMOUNT AT              AMOUNT AT              DECREASE/              BEHALF OF
 INCREASE           MATURITY               MATURITY               INCREASE                TRUSTEE
 --------           --------               --------               --------                -------

FOR VALUE RECEIVED                      hereby sells, assigns and transfers unto
                  ----------------------

PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF TRANSFEREE
---------------------------------

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

--------------------------------------------------------------------------------
                  (Please print name and address of transferee)

Dated:
      -------------------------

-------------------------------     --------------------------------------------
Signature of Holder                 Signature Guaranteed:

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

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

OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)

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

/ / the entire principal amount

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

repurchased by the Company. The undersigned hereby directs the Trustee or Paying Agent to pay it or___________________ an amount in cash equal to 101% of the principal amount indicated in the preceding sentences, as the case may be, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Change of Control Payment Date.

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

/ / the entire principal amount

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

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

/ / In connection with the option of the Holder to require the Company to repurchase the Holder's Note upon a Termination of Trading pursuant to
Section 4.14 of the Indenture, the undersigned hereby elects to have

/ / the entire principal amount

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

repurchased by the Company. The undersigned hereby directs the Trustee or Paying Agent to pay it or___________________ an amount in cash equal to 100% of the principal amount indicated in the preceding sentences, as the case may be, plus accrued and unpaid interest thereon, if any, and Additional Amounts, if any, and Special Interest, if any, to the Repurchase Date.

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

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

FORM OF CONVERSION NOTICE

The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion hereof (which is $1,000 or a multiple thereof) designated below, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for a fractional share and any Note representing any unconverted principal amount hereof, be issued and delivered to the registered owner hereof unless a different name has been provided below. If this Notice is being delivered on a date after the close of business on a regular Record Date or a record date for the payment of a Reset Penalty and prior to the close of business on the related Interest Payment Date or Reset Penalty Payment Date, as the case may be, this Notice is accompanied by payment in New York Clearing House funds, or other funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date on the principal of this Note to be converted and/or the Reset Penalty due on such Note. If shares or any portion of this Note not converted are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:
      --------------                --------------------------------------------
                                    NOTICE This signature must correspond with
                                    the name as written upon the face of the
                                    within- mentioned instrument in every
                                    particular, without alteration or any change
                                    whatsoever.

Fill in for registration of shares of Common Stock if they are to be delivered, or
Securities if they are to be issued, other than to and in the name of the registered owner:

(Please print name and address)

Register:     Common Stock
         -----
              Securities
         -----

(Check appropriate line(s)).

Principal amount to be converted (if less than all):

Social Security or other Taxpayer Identification Number of owner

EXHIBIT 4.8

NWE CYPRUS SENIOR NOTE SECURITY AND PLEDGE AGREEMENT

THIS NWE CYPRUS SENIOR NOTE SECURITY AND PLEDGE AGREEMENT (the "Security Agreement") is made and entered into as of May 31, 1996 by NWE CAPITAL (CYPRUS), LIMITED, a Cypriot corporation (the "Company"), in favor of THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the "Senior Note Trustee") under the Senior Note Indenture (as defined herein) for the holders of the Senior Notes (as defined herein), THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the "Convertible Note Trustee") under the Convertible Note Indenture (as defined herein) for the holders of the Convertible Notes (as hereinafter defined) and THE BANK OF NEW YORK, as collateral agent (in such capacity, the "Collateral Agent").

WITNESSETH:

WHEREAS, Petersburg Long Distance Inc., an Ontario corporation, as issuer (the "Issuer"), the Senior Note Trustee, and the Company, PLD Asset Leasing Limited, a Cypriot corporation ("PLD Asset"), PLD Capital Limited, a Cypriot corporation ("PLD Capital together with PLD Asset, the "Leasing Companies"), Baltic Communications Limited, a Russian joint stock company of the closed type ("BCL"), and Wireless Technology Corporations Limited, a British Virgin Islands corporation ("WTC"), as Guarantors (the "Senior Note Guarantors"), have entered into an indenture dated as of May 31, 1996 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Senior Note Indenture") pursuant to which the Company is issuing $123,000,000 in aggregate principal amount at Stated Maturity of its 14% Senior Discount Notes due 2004 (the "Senior Notes"); and

WHEREAS, the Company, as issuer, the Convertible Note Trustee, and NWE Cyprus, the Leasing Companies, WTC and BCL, as guarantors (the "Convertible Note Guarantors"), have entered into an indenture dated as of May 31, 1996 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Convertible Note Indenture") pursuant to which the Company is issuing $26,500,000 in aggregate principal amount of its 9% Convertible Notes due 2006 (the "Convertible Notes"); and

WHEREAS, to secure its obligations under the Senior Note Indenture and its Senior Note Guarantee and the other Collateral Documents (as defined in the Senior Note Indenture) (together with the Issuer's obligations under the Senior Notes, the Senior Note Indenture, and the Senior Note Collateral Documents and the other Senior Note Guarantors' obligations under the Senior Note Indenture, the guarantees contained therein (the "Senior Note Guarantees") and the Senior Note Collateral Documents, the "Senior Note Obligations"), and to secure its obligations under the Convertible Note Indenture and the Convertible Notes and the other Convertible Note Collateral Documents (as defined in the Senior Note Indenture) (together with the Convertible Note Guarantors' obligations under the Convertible Note Indenture, the guarantees contained therein (the "Convertible Note Guarantees") and the Convertible Note Collateral Documents, the "Convertible Note Obligations"), the Issuer has agreed to cause the Company (i) to grant to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes, Liens and security interests in and to the Collateral (as defined herein) and (ii) to execute and deliver this Security Agreement in order

to secure the payment and performance by the Company of the Senior Note Obligations and the Convertible Note Obligations (collectively, the "Obligations").

AGREEMENT

NOW, THEREFORE, in consideration of the premises and in order to induce the Holders of the Senior Notes to purchase the Senior Notes and the Holders of the Convertible Notes to purchase the Convertible Notes, the Company hereby agrees with the Collateral Agent, with the Senior Note Trustee for its benefit and the equal and ratable benefit of the Holders of the Senior Notes and with the Convertible Note Trustee for its benefit and the equal and ratable benefit of the Holders of the Convertible Notes as follows:

SECTION 1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meaning given to such terms in the Senior Note Indenture. In addition to any other defined terms used herein, the following terms shall constitute defined terms for the purposes of this Security Agreement:

"Default" means a "Default" as defined in Section 1.1 of the Senior Note Indenture until the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, in which case a "Default" means a "Default" as defined in Section 1.1 of the Convertible Note Indenture if not then satisfied and discharged.

"Event of Default" means an "Event of Default" as defined in Section 1.1 of the Senior Note Indenture until the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, in which case "Event of Default" means an "Event of Default" as defined in Section 1.1 of the Convertible Note Indenture if not then satisfied and discharged.

"Permitted Liens" means "Permitted Liens" as defined in Section 1.1 of the Senior Note Indenture until the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, in which case "Permitted Liens" means "Permitted Liens" as defined in Section 1.1 of the Convertible Note Indenture.

"Trustees" means, collectively, the Senior Note Trustee and the Convertible Note Trustee.

SECTION 2. CREATION OF SECURITY INTEREST. The Company hereby grants to the Collateral Agent for the benefit of the Senior Note Trustee and for the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes, Liens and a continuing security interest in and to the collateral described in Section 3 hereof (the "Collateral") in order to secure the payment and performance of all Obligations.

SECTION 3. COLLATERAL. The Collateral is:

(a) WTC Capital Stock. All Capital Stock of WTC, whether now owned or hereafter acquired ("WTC Capital Stock"), including those shares of Capital Stock of WTC listed on Schedule A attached hereto, and the certificates representing the Capital Stock of WTC, and all products and proceeds of any of the Capital Stock of WTC, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in

exchange for any or all of the WTC Capital Stock; and all additional shares of and all securities convertible into, and warrants, options or other rights to purchase, stock of, or an equity interest in, WTC from time to time acquired by the Company in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the WTC Capital Stock under and as defined in this Security Agreement), and all products and proceeds of any such additional WTC Capital Stock, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional WTC Capital Stock including all proceeds received or receivable by the Company from any recapitalization, reclassification, merger, dissolution, liquidation or other termination of the existence of WTC.

(b) Intercompany Notes. All Intercompany Notes, whether executed on the Issue Date or thereafter, from any Restricted Subsidiary, evidencing loans or advances made by the Company, all Liens securing such Intercompany Notes and the related collateral documents, and the instruments representing such Intercompany Notes, and, except as otherwise provided elsewhere herein, all products and proceeds of such Intercompany Notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for such Intercompany Notes; and

(c) After-acquired Collateral and Proceeds. All items described in this
Section 3 (other than those items specifically excluded), whether now owned or hereafter, at any time acquired by the Company and wherever located, including (except as otherwise provided herein) all replacements, additions, accessions, substitutions, repairs, proceeds and products relating thereto or therefrom, and all documents, ledger sheets, files, books and records of the Company relating thereto. Proceeds hereunder include (i) whatever is now or hereafter received by the Company upon the sale, exchange, collection or other disposition of any item of Collateral; (ii) any property of the type or types described in subsection
(a) now or hereafter acquired by the Company with any proceeds of Collateral hereunder; and (iii) any payments under any insurance or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.

SECTION 4. DELIVERY OF COLLATERAL. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent, and shall be accompanied by any required transfer tax stamps. Upon the occurrence and continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Company but subject to its compliance with the requirements of applicable law, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Collateral. In addition, upon the occurrence and during the continuance of an Event of Default, but subject to its compliance with the requirements of applicable law, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Collateral for certificates or instruments of smaller or larger denominations.

SECTION 5. REPRESENTATIONS AND WARRANTIES. The Company hereby represents and warrants to the Collateral Agent and the Trustees that, except as specified in Schedule B attached hereto:

(a) Legal Power. The execution, delivery and performance by the Company of this Security Agreement are within the Company's legal powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with (except for any filings provided for hereunder), any governmental authority, require no consent of any other Person and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the articles of incorporation or bylaws of the Company or of any agreement (after giving effect to the use of proceeds of the issuance of the Senior Notes), judgment, injunction, order, decree or other instrument binding upon the Company or result in the creation or imposition of any Lien on any asset of the Company (other than the Liens created by this Security Agreement, and the Senior Note Collateral Documents.

(b) WTC Capital Stock. The WTC Capital Stock has been duly authorized and validly issued and is fully paid and non-assessable. The WTC Capital Stock constitutes and will at all times constitute all of the authorized issued and outstanding Capital Stock of WTC beneficially owned by the Company.

(c) Title to Collateral. The Company is the legal, record and beneficial owner of the WTC Capital Stock existing on the Issue Date (the "Existing Collateral"), free and clear of any Lien or claims of any person except the Liens created by this Security Agreement and any of the other Senior Note Collateral Documents.

(d) Enforceability. This Security Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or general principles of equity and commercial reasonableness and except that a Canadian court will only render judgment in Canadian currency.

(e) Perfection; Priority. Upon the delivery to the Collateral Agent of the Existing Collateral and the filing of the Senior Note Collateral Documents and the documents listed on Schedule C attached hereto, to the extent such security interest is created under applicable Federal and New York law, the security interest in the Collateral created pursuant to this Security Agreement creates a valid and perfected first priority security interest in the Existing Collateral, securing the payment of the Obligations to the Collateral Agent for the benefit of the Senior Note Trustee and the Holders of the Senior Notes and the Convertible Note Trustee and the Holders of the Convertible Notes, and enforceable as such against all creditors of the Company and any Persons purporting to purchase any of the Collateral from the Company, other than as permitted by the Senior Note Indenture, as of the date hereof (and after giving effect to the use of proceeds of the issuance of the Senior Notes), there are no other security interests in or Liens on the Existing Collateral or any portion thereof, and no financing statement, pledge, notice of Lien, assignment or collateral assignment, mortgage or deed of trust covering the Collateral or any portion thereof ("Lien Notice") exists or is on file in any public office, except with respect to the Liens created by this Security Agreement and Liens to be released in connection with the use of proceeds of the issuance of the Senior Notes.

(f) Offices. The Company's chief executive offices are located at the address shown as the chief executive office in Schedule D attached hereto ("Chief Executive Office"), and the Company has no places of business other than those set forth in such Schedule D, except as permitted hereafter by Section 6(c) hereof.

(g) Business Names. The Company has not conducted its businesses under any corporate, partnership or fictitious name during the five (5) years preceding the date hereof, other than those names set forth on Schedule E attached hereto.

(h) No Consents. No consent of any other person and no consent, authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the granting of the Liens by the Company on the Collateral pursuant to this Security Agreement or for the execution, delivery or performance of this Security Agreement by the Company (except for filings listed on Schedule C attached hereto, the filings and/or other actions necessary to maintain the perfection of the Liens on the Existing Collateral and perfect Liens on after-acquired Collateral or the proceeds of the Collateral) or (ii) for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or the remedies in respect of the Collateral pursuant to this Security Agreement, except, in each case, as may be required in connection with any such disposition by laws affecting the offering and sale of the WTC Capital Stock constituting Collateral.

(i) Litigation. No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of the Company, threatened by or against the Company with respect to this Security Agreement or any of the transactions contemplated hereby.

SECTION 6. COVENANTS.

(a) Lien Notices. The Company will defend its interest in the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein and the Company will not permit any Lien Notices with respect to the Collateral or any portion thereof to exist or be on file in any public office for more than 30 days after the Company shall have notice thereof, except with respect to Permitted Liens. The Company will advise the Collateral Agent and the Trustees promptly, in reasonable detail, at the addresses specified in Section 17(a) of this Security Agreement, of any Lien (other than Permitted Liens) on, or claim asserted against, any of the Collateral.

(b) Location of Collateral. The Company will keep all of its Collateral now held or subsequently acquired by it at the locations specified on Schedule F hereto, or at locations hereafter established in compliance with Section 6(c) hereof (except for Collateral held by the Collateral Agent, a Trustee or the Escrow Agent), unless the Company shall have given the Collateral Agent and the Trustees prior written notice thereof and shall have in advance executed and caused to be filed and/or delivered to the Collateral Agent and the Trustees any financing statements or other documents required by the Collateral Agent and the Trustees in order to perfect, protect and preserve the Liens and security interest created hereby, all in form and substance satisfactory to the Collateral Agent and the Trustees.

(c) Location of Offices; Corporation Name; Legal Structure. The Company will not change the location of its chief executive office or establish any place of business other than those set forth on Schedule D attached hereto, or voluntarily or involuntarily change its name, identity or legal structure, including without limitation any continuances, amalgamation, merger, consolidation or sale of substantially all of its assets, unless the Company shall have given the Collateral Agent and the Trustees at least thirty (30) days prior written notice thereof and shall have in advance executed and caused to be filed and/or delivered to the Collateral Agent and the Trustees any financing statements or other Collateral Documents required by the Collateral Agent

and the Trustees in order to perfect, protect and preserve the Liens and security interest created hereby, all in form and substance satisfactory to the Trustees and the Collateral Agent.

(d) Additional Collateral; Further Assurances. The Company agrees that immediately upon becoming the beneficial owner of any additional shares of WTC Capital Stock constituting Collateral or Intercompany Notes constituting Collateral, it will pledge and deliver to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes, the certificates, instruments and documents representing such WTC Capital Stock (as well as duly executed instruments of transfer or assignment in blank), and grant to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Collateral Documents, a continuing first priority security interest in and Liens on, such WTC Capital Stock and Intercompany Notes, all in form and substance satisfactory to the Collateral Agent and the Trustees (as well as duly executed instruments of transfer or assignment in blank), and grant to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Senior Note Collateral Documents, a continuing first priority security interest in and Liens on such WTC Capital Stock or such Intercompany Notes, all in form and substance satisfactory to the Collateral Agent and the Trustees. The Company shall also promptly (and in any event within five (5) Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Company further agrees that it will promptly (and in any event within five (5) Business Days after such acquisition) deliver to the Collateral Agent and the Trustees an amendment, duly executed by the Company, in substantially the form of Schedule G hereto an "Additional Collateral Amendment", with respect to the additional Collateral that is to be pledged pursuant to this Security Agreement. The Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investments listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all purposes hereunder be considered Collateral. The Company will, promptly, (i) execute and deliver, cause to be executed and filed, or use its best efforts to give any notices, in all appropriate jurisdictions (including British Virgin Islands, Canada, Cyprus, the Russian Federation, Kazakstan and Ireland) or procure any financing statements, assignments, pledges or other documents, (ii) mark any chattel paper constituting Collateral, deliver any certificates, chattel paper or instruments constituting Collateral to the Collateral Agent or the Trustees, (iii) to execute and deliver or cause to be executed and delivered all stock powers, proxies, assignments, instruments and other documents, and
(iv) take any other actions that are necessary or, in the reasonable opinion of Collateral Agent or the Trustees, desirable to perfect or continue the perfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or interests of third Persons other than holders of Permitted Liens or to effect the purposes of this Security Agreement. The Company also hereby authorizes the Collateral Agent to file any financing or continuation statements with respect to the Collateral without the signature of the Company to the extent permitted by applicable law.

(e) Disposition of Collateral. The Company will not sell, transfer, assign, pledge, collaterally assign, exchange or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral except as permitted by the Senior Note Indenture and the Convertible

Note Indenture. If the proceeds of any sale of any Collateral are notes, instruments, documents of title, standby letters of credit or chattel paper, such proceeds shall be promptly delivered to the Collateral Agent to be held as Collateral hereunder. If the Collateral, or any part thereof, is sold, transferred, assigned, exchanged, or otherwise disposed of in violation of these provisions, the security interest and Liens of the Collateral Agent shall continue in such Collateral or part thereof notwithstanding such sale, transfer, assignment, exchange or other disposition, and the Company will hold the proceeds thereof in a separate account for the benefit of the Senior Note Trustee and the Holders of the Senior Notes and the benefit of the Convertible Note Trustee and the Holders of the Convertible Notes and transfer such proceeds to the Collateral Agent or the applicable Trustee in kind to be held as Collateral hereunder.

(f) Restrictive Agreements. The Company agrees that, except for existing agreements set forth on Schedule H attached hereto, it will not (i) enter into any agreement or understanding that purports to or may restrict or inhibit the Collateral Agent's or the Trustees' rights or remedies hereunder, including, without limitation, the Trustees' right to sell or otherwise dispose of the Collateral or amend or modify in any manner materially adverse to the Trustees the existing agreements set forth as Schedule G attached hereto, (ii) permit WTC or any other relevant issuer to continue, merge, amalgamate or consolidate, unless all outstanding Capital Stock owned by the Company of the surviving corporation is, upon such continuance, merger, amalgamation or consolidation, pledged hereunder to the Collateral Agent or (iii) fail to pay or discharge any tax, assessment or levy of any nature not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment with regard to the Collateral.

(g) Rights of Collateral Agent and Trustees. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent and the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall have the right at any time to make any payments and do any other acts the Collateral Agent or the applicable Trustee may deem necessary to protect its Liens and security interest in the Collateral, including, without limitation, the rights to pay, purchase, contest or compromise any Lien which, in the judgment of the Collateral Agent or such Trustee, appears to be prior to or superior to the Liens and security interest granted hereunder, and challenge any action or proceeding purporting to affect its Liens and security interest in the Collateral. The Company hereby agrees to reimburse the Collateral Agent and the Trustees for all payments made and expenses incurred under this Security Agreement including reasonable fees, expenses and disbursements of attorneys and paralegals acting for the Collateral Agent or the Trustees, including any of the foregoing payments under or acts taken to perfect or protect the Liens and security interest in the Collateral, which amounts shall be secured under this Security Agreement, and agrees that it shall be bound by any payment made or act taken by the Collateral Agent or the Trustees hereunder. Neither the Collateral Agent nor the Trustees shall have any obligation to make any of the foregoing payments or perform any of the foregoing acts.

(h) Records. The Company will keep and maintain at its own cost and expense satisfactory and complete records of the Collateral.

(i) Access. On reasonable notice to the Company, except at any time during the continuation of Default or an Event of Default, both the Collateral Agent and the Trustees shall at all times have full and free access during normal business hours to all the books, correspondence and records of the Company relating to the Collateral, and the Collateral Agent and its representatives, and the Trustees and their respective representatives, may examine the same, take extracts therefrom and make photocopies thereof, and the Company agrees to render to the

Collateral Agent and/or the applicable Trustee, at the Company's cost and expense, such clerical and other assistance, at all times and in such manner as may be requested with regard thereto. On reasonable notice to the Company, except at any time during the continuation of Default or an Event of Default, the Collateral Agent and its representatives, and the Trustee and their respective representatives, shall at all times also have the right to enter, during normal business hours, into and upon any premises where any of the Collateral is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein.

(j) Taxes. The Company shall pay all taxes, assessments and government charges and all claims as and to the extent required by Section 4.6 of each of the Senior Note Indenture and the Convertible Note Indenture; provided that the Company shall in any event pay such taxes, assessments or levies not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment with regard to any Collateral of the Company entered or filed against the Company as a result of the failure to make such payment.

SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

(a) So long as no Event of Default shall have occurred and be continuing, the Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the WTC Capital Stock or Intercompany Notes constituting Collateral or any part thereof for any purpose not inconsistent with the terms of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document; provided that the Company shall not exercise or shall refrain from exercising any such right if such action would be inconsistent with or violate any provisions of this Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Convertible Note Indenture or any Convertible Note Collateral Document.

(b) So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions hereof and of the Senior Note Indenture, or of the Convertible Note Indenture, the Company shall be entitled to receive, and to utilize free and clear of the Lien of this Security Agreement, all payments made from time to time in respect of the WTC Capital Stock or Intercompany Notes, whether dividends, distributions or otherwise.

(c) The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(a) above.

(d) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of the Company to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to
Section 7(a) shall cease, and all such rights shall thereupon become vested in the Collateral Agent on behalf of, or if necessary, directly in, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), which shall thereupon have the sole right to exercise such voting and other consensual rights; and (ii) all interest, principal payments, dividends or other distributions payable or other payments made in respect of the Collateral shall constitute Collateral and shall be paid directly to the Collateral Agent and the Company's right to receive such payments pursuant to Section 7(d) hereof shall immediately cease and all such payments shall be deposited in the Company Senior Note Escrow Account or the Convertible

Note Escrow Account, if the Company Senior Note Escrow Account Agreement has been terminated.

(e) Upon the occurrence and during the continuance of an Event of Default, the Company shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) all such proxies and other instruments as the Collateral Agent and/or the applicable Trustee may reasonably request for the purpose of enabling the Collateral Agent and/or the applicable Trustee to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(d) above.

(f) All dividends and distributions and all other payments that are received by the Company contrary to the provisions of this Section 7 shall be received in trust for the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, shall be segregated from the other property or funds of the Company and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements or other instruments of transfer or assignment in blank), and all such payments shall be deposited in the Company Senior Note Escrow Account or the Company Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated.

(g) So long as no Event of Default shall have occurred and be continuing, neither the Collateral Agent nor the Trustees shall be under any obligation to collect, attempt to collect, protect or enforce the Collateral, which the Company agrees and undertakes to do at the Company's expense; provided that the Collateral Agent and the Trustees shall cooperate with the Company and take all such action as the Company may reasonably request, to permit the Company to collect, protect or enforce the Collateral. All reasonable expenses (including, without limitation, attorneys' fees and legal expenses) actually incurred or paid by the Collateral Agent and the Trustees in connection with or incident to any such collection or attempt to collect, protect or enforce the Collateral shall be borne by the Company or reimbursed by the Company to the Collateral Agent or the applicable Trustee upon demand.

(h) At the Collateral Agent's or the applicable Trustee's option, exercisable upon and during the continuance of any Event of Default, either the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) may notify WTC or other obligors or issuers that any and all payments and distributions to be made on the WTC Capital Stock or the Intercompany Notes shall be made directly to the Collateral Agent or the applicable Trustee, until WTC or other obligors or issuers is notified in writing by the applicable Trustee to discontinue making such payments to it; and WTC and such obligors and issuers shall not be required to see to the application of said proceeds by the Trustees or the Collateral Agent. All such payments shall be deposited by such Trustee or the Collateral Agent into the Company Senior Note Escrow Account (or the Company Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated) and held as additional Collateral for the Obligations. If at any time the Collateral agent or a Trustee shall have notified WTC or other obligor or issuer to make all payments directly to the Company and if at any time thereafter all Events of Default shall have been cured or waived in accordance with the terms of the Senior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), the Collateral Agent or such Trustee shall notify

WTC or the other obligors or issuers to make all such payments directly to the Company or as the Company may otherwise direct.

SECTION 8. POWER OF ATTORNEY. In addition to all of the powers granted to the Senior Note Trustee pursuant to Article VI of the Senior Note Indenture and the Convertible Note Trustee pursuant to Article VI of the Convertible Note Indentures, the Company hereby appoints and constitutes the Collateral Agent and the Trustees, whether acting separately or jointly, as the Company's attorney-in-fact to exercise all of the following powers upon and at any time after the occurrence and during the continuance of an Event of Default: (i) collection of proceeds of any Collateral; (ii) conveyance of any item of Collateral to any purchaser thereof; (iii) giving of any notices or recording of the security interest and the Liens under Section 6(d) hereof; (iv) making of any payments or taking any acts under Section 9 hereof and (v) paying or discharging taxes or Liens levied or placed upon the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in its sole discretion, and such payments made by the Collateral Agent to become the Obligations of the Company to the Collateral Agent, due and payable immediately upon demand. The Collateral Agent's authority hereunder shall include, without limitation, the authority to endorse and negotiate any checks or instruments representing proceeds of Collateral in the name of the Company, to execute and give receipt for any certificate of ownership or any document constituting Collateral, to transfer title to any item of Collateral, to sign the Company's name on all financing statements (to the extent permitted by applicable law) or any documents deemed necessary or appropriate by the Collateral Agent to preserve, protect or perfect the Liens in the Collateral and to file the same, to prepare, file and sign the Company's name on any notice of Lien, and to prepare, file and sign the Company's name on a proof of claim in bankruptcy or similar document against any customer of, or person obligated upon any Collateral to, the Company, and to take any other actions arising from or incident to the powers granted to the Collateral Agent in this Security Agreement. This power of attorney is coupled with an interest in the Trustees and in the Collateral Agent as agent on behalf of the Trustees and is irrevocable by the Company.

SECTION 9. COLLATERAL AGENT OR TRUSTEES MAY PERFORM. If the Company fails to perform any covenant or agreement contained herein, the Collateral Agent or either Trustee may, but shall not be obligated to, itself perform, or cause performance of, such covenant or agreement, and the reasonable expenses of the Collateral Agent or the Trustees incurred in connection therewith shall be payable by the Company under Section 16(p) hereof.

SECTION 10. NO ASSUMPTION OF DUTIES; REASONABLE CARE. The rights and powers granted to the Collateral Agent or the Trustees hereunder are being granted in order to preserve and protect the Collateral Agent's Liens and security interest in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Collateral Agent or the Trustees in connection therewith. Each of the Collateral Agent and the Trustees shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent or such Trustee accords similar property in similar situations, it being understood that the Collateral Agent and the Trustees shall not have any responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the Collateral Agent or either Trustee has or is deemed to have knowledge of such matters, (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral, or (iii) inquiring into or verifying that the Company has complied or will comply with its duty to furnish additional items of Collateral to the Collateral Agent and/or the Trustees pursuant to
Section 6(d) hereof. Absent knowledge to the contrary, the Collateral Agent and the Trustees may assume that the items of Collateral actually

delivered to it are all items required to be so delivered and may assume that no other such items need be so delivered.

SECTION 11. SUBSEQUENT CHANGES AFFECTING COLLATERAL. The Company represents to the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes and the Convertible Note Trustee and the Holders of the Convertible Notes, that the Company has made its own arrangements for keeping informed of changes or potential changes affecting the Collateral (including, but not limited to, rights to convert, rights to subscribe, payment of dividends, payments of interest and/or principal, reorganization or other exchanges, tender offers and voting rights), and the Company agrees that the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes shall have no responsibility or liability for informing the Company of any such changes or potential changes or for taking any action or omitting to take any action with respect thereof. Except as not prohibited by the Senior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), the Company covenants that it will not, without the prior written consent of the applicable Trustee, vote to enable, or take any other action to permit, any Issuer to issue any Capital Stock or other securities or to sell or otherwise dispose of, or grant any option with respect to, any of the Collateral or create or permit to exist any Lien upon or with respect to any of the Collateral, except for, Permitted Liens and the Liens granted under this Security Agreement and the other Senior Note Collateral Documents. The Company will defend the right, title and interest of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes and the Convertible Note Trustee and the Holders of the Convertible Notes in and to the Collateral against the claims and demands of all persons.

SECTION 12. REMEDIES UPON AN EVENT OF DEFAULT.

(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, subject to the provisions of the Senior Note Indenture (or of the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), this Security Agreement, the Collateral Agent's and the Trustees' compliance with any requirements of law (including, without limitations, the applicable Uniform Commercial Code and the Personal Property Security Act (Ontario)) applicable to the action to be taken, without notice to or demand upon the Company except as required by the Senior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), this Agreement or applicable law, do any one or more of the following:

(i) exercise any or all of the rights and remedies provided for by the applicable Uniform Commercial Code and the Personal Property Security Act (Ontario), specifically including, without limitation, the right to recover the reasonable fees and expenses incurred by the Collateral Agent or the Trustees in the enforcement of this Security Agreement or in connection with the Company's redemption of the Collateral, including reasonable fees, expenses and disbursements of attorneys, paralegals and agents;

(ii) at its option, transfer or register, and the Company shall register or cause to be registered upon request therefor by the Collateral Agent or the Trustees, the Collateral or any part thereof on the books of the Restricted Subsidiaries to which an intercompany loan evidenced by an Intercompany Note has been made, the Issuers, or the Persons in whom Qualified Investments are made into the name of the Collateral Agent or the Collateral Agent's nominee(s);

(iii) personally, or by agents or attorneys, immediately retake possession of the Collateral, or any part thereof, from the Company or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Company's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Company;

(iv) sell, assign or otherwise liquidate, or direct the Company to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation;

(v) require the Company to assemble the Collateral or any part thereof and make it available at one or more places as the Collateral Agent or the Trustees may designate and to deliver possession of the Collateral or any part thereof to the Collateral Agent or the Trustees;

(vi) use, in connection with any assembly, use or disposition of the Collateral, any intellectual property, intangibles or other technical knowledge or process used or utilized from time to time by the Company;

(vii) sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price or prices as the Collateral Agent may deem best, for cash or on credit or for future delivery, without assumption of any credit; and the purchaser of any or all Collateral so sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever;

(viii) enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Collateral Agent from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release the Company until full and final payment of any deficiency has been made in cash;

(ix) in connection with any public or private sale under the applicable Uniform Commercial Code, the Personal Property Security Act (Ontario) or other applicable legislation, the Collateral Agent shall give the Company at least fifteen (15) Business Days' prior written notice of the time and place of any public sale of its Collateral or of the time after which any private sale or other intended disposition thereof may be made, which shall be deemed to be reasonable notice of such sale or other disposition. Such notice may be given to the Company in accordance with the provisions of Section 16(a) hereof;

(x) proceed by an action or actions at law or in equity to recover the Obligations or to foreclose this Security Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction;

(xi) exercise any other rights and remedies provided by applicable law and the other Senior Note Collateral Documents; and

(xii) if the Collateral Agent recovers possession of all or any part of the Collateral pursuant to a writ of possession or other judicial process, whether prejudgment or otherwise, the Collateral Agent may thereafter retain, sell or otherwise dispose of such Collateral in accordance with this Security Agreement or the applicable Uniform Commercial Code, the Personal Property Security Act (Ontario) or other applicable legislation and following such retention, sale or other

disposition, the Collateral Agent may voluntarily dismiss without prejudice the judicial action in which such writ of possession or other judicial process was issued. The Company hereby consents to the voluntary dismissal by the Collateral Agent of such judicial action, and the Company further consents to the exoneration of any bond that the Collateral Agent files in such action.

(b) If the Collateral Agent shall determine, or shall be directed by the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), to exercise its right to sell any or all of the WTC Capital Stock or the Intercompany Notes constituting Collateral pursuant to Section 12(a) above, and if in the opinion of counsel for the Collateral Agent it is necessary, or if in the opinion of the Collateral Agent or such Trustee it is advisable, after such consultation with investment bank(s), broker-dealer(s) or other experts selected by them, as the Collateral Agent or such Trustee deems advisable or appropriate, to have the WTC Capital Stock or Intercompany Notes constituting Collateral or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Company will (i) use its best efforts to cause WTC or other issuer or obligor to execute and deliver, and to cause such Person's directors and officers to execute and deliver, all at the Company's own expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the opinion of the Collateral Agent or such Trustee, after such consultation with investment bank(s), broker-dealer(s) or other experts selected by them, as the Collateral Agent or such Trustee deems advisable or appropriate, advisable to register such, WTC Capital Stock or Intercompany Notes under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of 180 days from the date of the first public offering of such WTC Capital Stock or Intercompany Notes, or that portion thereof, to be sold and (iii) make all amendments thereto and/or to the related prospectus that are necessary or, in the opinion of the Collateral Agent or such Trustee, advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Company agrees to use its best efforts to cause WTC or other issuer or obligor to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction that the Collateral Agent or the Senior Note Trustee or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged shall designate for the sale of WTC Capital Stock or Intercompany Notes and to make available to the security holders of WTC or other obligor or issuer as soon as practicable, an earnings statement (which need not be audited) that will satisfy the provisions of Section 11(a) of the Securities Act. The Company will cause WTC or other obligor or issuer to furnish to the Collateral Agent and the Trustees such number of copies as the Trustee may reasonably request of each preliminary prospectus and prospectus, to notify promptly the Collateral Agent and the Trustees of the happening of any event as a result of which any then effective prospectus includes an untrue statement of any material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of then existing circumstances and cause the Collateral Agent and the Trustees to be furnished with such number of copies as the Collateral Agent and the Trustees may request of such supplement to or amendment of such prospectus as is necessary to eliminate such untrue statement or supply such omission. The Company will cause WTC or such other issuer or obligor, as the case may be, to the extent permitted by law, to indemnify, defend and hold harmless the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes from and against all losses, liabilities, expenses or claims (including reasonable costs of investigation) that the Collateral Agent, the Senior Note Trustee or the Holders of the Senior Notes or the Convertible Note Trustee or the Holders of the Convertible Notes may incur under the Securities Act or

otherwise, insofar as such losses, liabilities, expenses or claims arise out of or are based upon any alleged untrue statement of a material fact contained in such registration statement (or any amendment thereto) or in any preliminary prospectus or prospectus (or any amendment or supplement thereto), or arise out of or are based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that any such losses, liabilities, expenses or claims arise solely out of or are based solely upon any such alleged untrue statement made or such alleged omission to state a material fact included or excluded on the written direction of the Collateral Agent or a Trustee. The Company will bear, or will cause WTC or other issuer or obligor to bear, all costs and expenses of carrying out its or their obligations hereunder. The provisions of this Section 12(b) shall in now way impose upon either Trustee or the Collateral Agent any duty to execute any registration statement under the Securities Act with respect to any WTC Capital Stock or Intercompany Notes.

(c) In view of the fact that federal, state and foreign securities laws may impose certain restrictions on the method by which a sale of the Collateral may be effected after an Event of Default, the Company agrees that upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, from time to time, attempt to sell all or any part of the Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Collateral Agent may solicit, or may cause an investment manager to solicit, offers to buy the Collateral, or any part of it, for cash, from a limited number of investors who might be interested in purchasing the Collateral. The Company acknowledges and agrees that any such private sale may result in prices and terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the Company to cause WTC or other issuer or obligor to register such securities for public sale under the Securities Act, or under applicable state or foreign securities laws, even if the Company could cause WTC or other issuer or obligor to do so.

(d) The Company further agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 12 valid and binding and in compliance with any and all other applicable requirements of applicable law. The Company further agrees that a breach of any of the covenants contained in this Section 12 will cause irreparable injury to the Collateral Agent, the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee or the Holders of the Convertible Notes, that the Collateral Agent, the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee or the Holders of the Convertible Notes have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 12 shall be specifically enforceable against the Company, and the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

(e) Any cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied by the Collateral Agent:

First, to the payment of the costs and expenses of such sale, including, without limitation, reasonable expenses of the Collateral Agent and its agents including the fees

and expenses of its counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith or pursuant to Section 16(p) hereof;

Next, to the Senior Note Trustee, for the payment in full of all amounts due under Section 7.7 of the Senior Note Indenture;

Next, to the Senior Note Trustee, for distribution to the Holders of the Senior Notes, for the payment in full of the remaining Senior Note Obligations;

Next, to the Convertible Note Trustee, for the payment in full of all amounts due under Section 7.7 of the Convertible Note Indenture;

Next, to the Convertible Note Trustee, for the distribution to the Holders of the Convertible Notes for payment in full of the remaining Convertible Note Obligations; and

Finally, after payment in full of all of the Obligations, to the Company, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.

f) If any sale or other disposition of Collateral by the Collateral Agent or any other action of the Collateral Agent or the Trustees hereunder results in reduction of the Obligations, such action will not release the Company from its liability for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes as provided for in the Senior Note Indenture, or, if applicable, the Convertible Note Trustee and the Holders of the Convertible Notes as provided for in the Convertible Note Indenture.

(g) The Collateral Agent may enforce its rights hereunder without prior judicial process or judicial hearing, and to the extent permitted by law the Company expressly waives any and all legal rights which might otherwise require the Collateral Agent to enforce its rights by judicial process.

(h) The existence and/or exercise of any or all of the rights and remedies given to the Collateral Agent and/or the Trustees under this Section 12 shall be subject in all cases to compliance with any mandatory requirements of applicable law, particularly the laws of jurisdictions other than the Union States.

SECTION 13. IRREVOCABLE AUTHORIZATION AND INSTRUCTIONS TO WTC OR APPLICABLE ISSUER. The Company hereby authorizes and instructs WTC or other applicable issuer or obligor to comply with any instructions received by WTC or other issuer or obligor from the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) that (i) states that an Event of Default has occurred and (ii) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from the Company, and the Company agrees that WTC and the other applicable issuers and obligors shall be fully protected in so complying.

SECTION 14. SECURITY INTEREST ABSOLUTE. All rights of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee

and the Holders of the Convertible Notes and the Liens or security interests hereunder, and all obligations of the Company hereunder, shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of the Senior Note Indenture, any Senior Note Collateral Document, any Senior Note Guarantee, the Convertible Note Indenture, any Convertible Note Collateral Document, any Convertible Note Guarantee or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Senior Note Indenture or the Senior Note Collateral Documents or from the Convertible Note Indenture or the Convertible Note Collateral Documents;

(c) any exchange, surrender, release or non-perfection of any Liens on any other collateral, or any release or amendment or waiver of or consent to departure from any Senior Note Guarantee, any Convertible Note Guarantee or other guarantee, for all or any of the Obligations; or

(d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Company in respect of the Obligations or of this Security Agreement.

SECTION 15. WAIVERS.

(a) Except as may be required under the provisions of the Senior Note Indenture (or of the convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), and to the fullest extent permitted under applicable law, neither the Collateral Agent nor the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) shall be under any duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps reasonably necessary to preserve any rights against any Obligor or other Person. The Company waives to the fullest extent permitted under applicable law any right of marshalling in respect of any and all Collateral, and waives to the fullest extent permitted lender applicable law any right to require the Collateral Agent or the applicable Trustee to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or the applicable Trustee now has or may hereafter have against any Obligor or other Person.

(b) The Company waives to the fullest extent permitted under applicable law (i) any and all notices of acceptance, creation, modification, rearrangement, renewal or extension for any period of any instrument executed by any Obligor in connection with the Obligations and (ii) any defense of any Obligor by reason of disability, lack of authorization, cessation of the liability of any Obligor or for any other reason. The Company authorizes the Collateral Agent, to the fullest extent permitted under applicable law without notice or demand and without any reservation of rights against the Company and without affecting the Company's liability hereunder or on the Obligations, from time to time to (w) take and hold other Property, other than the collateral, as security for the Obligations, and exchange, enforce, waive and release any or all of the collateral, (x) after the occurrence and during the continuance of an Event of Default and the acceleration of the Senior Notes, apply the Collateral in the manner permitted by this Security Agreement or the Senior Note Indenture,
(y) after the occurrence and during the continuance of an Event of Default

and the acceleration of the Convertible Notes, if the Senior notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged, apply the Collateral in the manner permitted by this Security Agreement or the Convertible Note Indenture and (z) after the occurrence and during the continuance of an Event of Default renew, extend for any period, accelerate, amend or modify, supplement, enforce, compromise, settle, waive or release the obligations of any obligor on, or any instrument or agreement of such other Person with respect to any or all of, the Collateral.

SECTION 16. MISCELLANEOUS PROVISIONS.

(a) Notices. All notices, approvals, consents or other communications required or desired to be given hereunder shall be in the form and manner, and delivered to each of the Company at its address as set forth in Section 13.2 of the Senior Note Indenture and Section 15.2 of the Convertible Note Indenture and the Senior Note Trustee at its address, as set forth in Section 13.2 of the Senior Note Indenture, and Section 15.2 of the Convertible Note Indenture and to the Collateral Agent at The Bank of New York, 101 Barclay Street, Floor 21 West, New York, New York 10296.

(b) Sales of Collateral. No sales of Collateral may be made in contravention of the terms of the Senior Note Indenture or the Convertible Note Indenture and the cash proceeds of the sale of any Collateral shall be promptly and without commingling remitted to the Collateral Agent or the Trustee for deposit in the Company Senior Note Escrow Account or to the Collateral Agent or the Convertible Note Trustee for deposit in the Company Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated.

(c) No Adverse Interpretation of Other Agreements. This Security Agreement may not be used to interpret another pledge, security or debt agreement of the Company or any Subsidiary of the Company. No such pledge, security or debt agreement may be used to interpret this Security Agreement.

(d) Severability. The provisions of this Security Agreement are severable, and if any clause or provision shall be held invalid, illegal or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect in that jurisdiction only such clause or provision, or part thereof, and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision of this Security Agreement in any jurisdiction.

(e) Headings. The headings in this Security Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

(f) Counterpart Originals. This Security Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement.

(g) Benefits of Security Agreement. Nothing in this Security Agreement, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Senior Notes and the Senior Note Guarantors, and the Holders of the Convertible Notes and the Convertible Note Guarantors any benefit or any legal or equitable right, remedy or claim under this Security Agreement.

(h) Amendments, Waivers and Consents. Any amendment or waiver of any provision of this Security Agreement and any consent to any departure by the Company from any provision of this Security Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Senior Note Indenture and the Convertible Note Indenture and neither the Collateral Agent nor the Senior Note Trustee or any Holder of any Senior Note or the Convertible Note Trustee or any Holder of Convertible Notes shall be deemed, by any act, delay, indulgence, omission or otherwise, to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. Failure of the Collateral Agent or the Trustees to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent, the Senior Note Trustee or any Holder of any Senior Note or the Convertible Note Trustee or any Holder of any Convertible Note of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent, such Trustee or any such Holder would otherwise have on any future occasion. The right and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

(i) Interpretation of Security Agreement. All terms not defined herein or in the Indenture shall have the meaning set forth in the applicable Uniform Commercial Code of the State of New York, except where the context otherwise requires. To the extent a term or provision of this Security Agreement conflicts with the Senior Note Indenture, the Senior Note Indenture shall control with respect to the subject matter of such term or provision. Acceptance of or acquiescence in a course of performance rendered under this Security Agreement shall not be relevant in determining the meaning of this Security Agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection.

(j) Continuing Security Interest; Transfer of Notes. This Security Agreement shall create a continuing Lien and security interest in the Collateral and shall (i) unless otherwise provided in the Senior Note Indenture or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged or this Security Agreement, remain in full force and effect until payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture, (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents; provided, however, that after receipt from the Company by the Collateral Agent of a request for a release of any Collateral permitted under the Senior Note Indenture and the Convertible Note Indenture upon the sale, transfer, assignment, exchange or other disposition of such Collateral not prohibited by the Senior Note Indenture and the Convertible Note Indenture and upon receipt by the Collateral Agent of all proceeds of such sale, transfer, assignment, exchange or other disposition required to be remitted to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), or the Collateral constituting the proceeds of such sale, transfer, assignment, exchange or other disposition being made subject to a Lien and security interest in favor of the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, which Lien has the same priority as had the Lien on the Collateral being sold, assigned or otherwise disposed of, such Collateral shall be released from the Liens and security

interest created hereunder and no longer constitute Collateral. Upon the payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture and (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, the Company shall be entitled to the return, upon its request and at its expense, of such of the Collateral pledged by it as shall not have been sold or otherwise applied pursuant to the terms hereof. This Security Agreement shall be binding upon the Company, its successors and assigns, and inure, together with the rights and remedies of the Trustees hereunder, to the benefit of the Collateral Agent, the Senior Note Trustee and the Holders of the Senior Notes, and the Convertible Note Trustee and the Holders of the Convertible Notes and their respective successors, transferees and assigns.

(k) Reinstatement. This Security Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any amount received by the Collateral Agent, the Senior Note Trustee or any Holder of a Senior Note or the Convertible Note Trustee or any Holder or a Convertible Note in respect of the Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent, the Senior Note Trustee or any Holder of a Senior Note or the Convertible Note Trustee or any Holder of a Convertible Note upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the Company or upon the appointment of any receiver, intervenor, conservator, trustee or similar official for the Company or any substantial part of their assets, or otherwise, all as though such payments had not been made.

(l) Survival of Provisions. All representations, warranties and covenants of the Company contained herein shall survive the execution and delivery of this Security Agreement, and shall terminate only upon the full and final payment and performance by the Company of the Obligations.

(m) Authority of the Collateral Agent and the Trustees. Both the Collateral Agent and the Trustees shall have and be entitled to exercise all powers hereunder that are specifically granted to the Collateral Agent and the Trustees by the terms hereof, together with such powers as are reasonably incident thereto. The Collateral Agent and the Trustees may perform any of their duties hereunder or in connection with the Collateral by or through agents or employees and shall be entitled to retain counsel and to act in reliance upon the advice of counsel concerning all such matters. None of the Collateral Agent, any director, officer, employee, attorney or agent of the Collateral Agent, the Senior Note Trustee, any director, officer, employee, attorney or agent of the Senior Note Trustee nor the Holders of the Senior Notes, the Convertible Note Trustee, any director, officer, employee, attorney or agent of the Convertible Note Trustee and the Holders of the Convertible Notes shall be liable to the Company for any action taken or omitted to be taken by it or them hereunder, except for its or their own negligence or willful misconduct, nor shall the Collateral Agent or the Trustees be responsible for the validity, effectiveness or sufficiency hereof or of any document or security furnished pursuant hereto. The Collateral Agent, and its directors, officers, employees, attorneys or agents, and the Senior Note Trustee and its directors, officers, employees, attorneys and agents and the Convertible Note Trustee and its directors, officers, employees, attorneys and agents shall be entitled to rely on any communication, instrument or document believed by it or them to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Collateral Agent nor the Trustees shall be required to and shall not, expend or risk any of its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder.

The Company acknowledges that the rights and responsibilities of the Collateral Agent and the Trustees under this Security Agreement with respect to any action taken by the Collateral Agent and the Trustees or the exercise or non-exercise by the Collateral Agent and the Trustees of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Security Agreement shall, as among the Collateral Agent, the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Holders of Convertible Notes, be governed by the Senior Note Indenture and the Convertible Note Indenture, as applicable, and by such other agreements with respect thereto as may exist from time to time among them, but, as among the Collateral Agent, the Trustees and the Company, the Collateral Agent and the Trustees shall be conclusively presumed to be acting as agent for the Holders of the Senior Notes or the Holders of the Convertible Notes, as the case may be, with full and valid authority so to act or refrain from acting, and the Company shall not be obligated or entitled to make any inquiry respecting such authority.

In any case in which the Collateral Agent shall be required or permitted to make any determination as to the extent to which the security interest or Liens under this Security Agreement secures any obligations, the Collateral Agent is authorized, without any direction from, or requirement for consent of or authorization by, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), to institute proceedings in a court of competent jurisdiction for the obtaining of any authoritative determination of such matter. If the Collateral Agent institutes any such proceeding, it shall give prompt written notice thereof to the Trustees and shall afford each of them the opportunity to participate in such proceeding.

(n) Limitation by Law. All rights, remedies and powers provided herein may be exercised only to the extent that they will not render this Security Agreement not entitled to be recorded, registered or filed under provisions of any applicable law.

(o) Release; Termination of Security Agreement.

(i) Subject to the provisions of Section 16(k) hereof, this Security Agreement shall terminate upon payment in full of (A) the Senior Notes under the terms of the Senior Note Indenture and (B) all Obligations then due and owing under the Senior Note Indenture, the Senior Note Guarantees and the Senior Note Collateral Documents, (C) the Convertible Notes under the terms of the Convertible Note Indenture and (D) all Obligations then due and owing under the Convertible Note Indenture, the Convertible Note Guarantees and the Convertible Note Collateral Documents, except that the provisions of Section 16(p) hereof shall survive.

(ii) The Company agrees that it will not sell or dispose of any of the Collateral in violation of the Senior Note Indenture or the Convertible Note Indenture; provided, however, that if the Company shall sell or otherwise dispose of any of the Collateral in accordance with the terms of the Senior Note Indenture and/or the Convertible Note Indenture, the Collateral Agent shall, and the Trustees shall cause, at the request of the Company, release or cause to be released the Collateral subject to such sale or disposition free and clear of the Lien and security interest under this Security Agreement.

(iii) Upon any termination of this Security Agreement or release of any Collateral as permitted by the Senior Note Indenture (or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), the Collateral Agent and the Trustees will, at the expense of the Company, execute and deliver to the

Company such documents and take such other actions as the Company shall reasonably request to evidence the termination of this Security Agreement or the release of such Collateral, as the case may be. Any such action taken by the Collateral Agent or the Trustees shall be without warranty by or recourse to the Collateral Agent or the Trustees, except as to the absence of any prior assignments by the Collateral Agent or the Trustees of its interests in the Collateral, and shall be at the expense of the Company. The Collateral Agent and the Trustees may conclusively rely on any certificate delivered to it by the Company stating that the execution of such documents and release of the Collateral is in accordance with and permitted by the terms of this Security Agreement and the Senior Note Indenture (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged).

(p) Payment of Fees and Expenses. The Company will upon demand pay to the Collateral Agent and the Trustees, without duplication, the amount of any and all fees and expenses, including, without duplication, the fees and disbursements of its counsel and of any experts and agents, that the Collateral Agent and the Trustees may incur in connection with (i) administration of this Security Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Collateral Agent or the Trustees hereunder or (iv) the failure by the Company to perform or observe any of the provisions hereof. The Company shall be liable for and reimburse and indemnify both Trustees and the Collateral Agent and hold both Trustees and the Collateral Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorneys' fees and expenses) (collectively, "Losses") arising from or in connection with or related to this Agreement or being a Trustee and Collateral Agent hereunder (including but not limited to Losses incurred by such Trustee and Collateral Agent in connection with its successful defense, in whole or in part, of any claim of negligence or willful misconduct on its part, provided, however, that nothing contained herein shall require Trustees and the Collateral Agent to be indemnified for Losses caused by their respective negligence or willful misconduct.

(q) Final Expression. This Security Agreement, together with the Senior Note Indenture, the Convertible Note Indenture, and any other agreement executed in connection herewith or therewith, is intended by the parties as a final expression of this Security Agreement and is intended as a complete and exclusive statement of the terms and conditions hereof.

(r) Company Remains Liable. Anything herein to the contrary notwithstanding, (a) the Company shall remain liable under any contracts and agreements included in the Collateral, to the extent set forth therein, to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed, (b) the exercise by the Collateral Agent or the Trustees of any of the rights hereunder shall not release the Company from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) the Collateral Agent and the Trustees shall not have any obligation or liability under any contracts and agreements included in the Collateral by reason of this Security Agreement, nor shall the Collateral Agent or the Trustees be obligated to perform any of the obligations or duties of the Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(s) Indentures. This Security Agreement is subject to the terms, conditions and provisions of the Senior Note Indenture or the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged. Where there is a conflict between the provisions of this Security Agreement and the Senior Note Indenture, the provisions of the Senior Note Indenture shall prevail, and if the Senior Note

Indenture has been satisfied and discharged, where there is a conflict between the provisions of this Security Agreement and the Convertible Note Indenture, the provisions of the Convertible Note Indenture shall prevail.

(t) Rights of Holders. No Holder of a Senior Note or of a Convertible Note shall have any independent rights hereunder other than those rights granted to individual Holders pursuant to Section 6.7 of the Senior Note Indenture or
Section 6.7 of the Convertible Note Indenture, as the case may be; provided that nothing in this subsection (t) shall limit any rights granted to the Senior Note Trustee under the Senior Notes, the Senior Note Indenture or the Senior Note Collateral Documents or the Convertible Note Trustee under the Convertible Notes, the Convertible Note Indenture or the Convertible Note Collateral Documents.

(u) No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator or stockholder of the Company or of any subsidiary of the Company, as such, shall have any liability for any obligations of the Company under this Security Agreement or for any claim based on, in respect of, or by reason of, such obligations or their creation.

(v) GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF DAMAGES.

(i) THIS SECURITY AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE OF NEW YORK, AND ANY DISPUTE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE COMPANY, THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE AND THE HOLDERS OF THE SENIOR NOTES AND THE CONVERTIBLE NOTE TRUSTEE AND THE HOLDERS OF CONVERTIBLE NOTES IN CONNECTION WITH THIS SECURITY AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAWS PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK.

(ii) THE COMPANY AGREES THAT THE COLLATERAL AGENT SHALL, IN ITS CAPACITY AS COLLATERAL AGENT OR IN THE NAME AND ON BEHALF OF THE SENIOR NOTE TRUSTEE AND ANY HOLDERS OF SENIOR NOTES, AND THE SENIOR NOTE TRUSTEE SHALL, IN ITS CAPACITY AS SENIOR NOTE TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY HOLDERS OF SENIOR NOTES AND THE CONVERTIBLE NOTE TRUSTEE SHALL, IN ITS CAPACITY AS CONVERTIBLE NOTE TRUSTEE OR IN THE NAME AND ON BEHALF OF ANY HOLDERS OF CONVERTIBLE NOTES, HAVE THE RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE COMPANY OR ITS PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN GOOD FAITH TO ENABLE THE COLLATERAL AGENT OR THE SENIOR NOTE TRUSTEE TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE COLLATERAL AGENT OR THE SENIOR NOTE TRUSTEE. THE COMPANY AGREES THAT IT WILL NOT ASSERT ANY COUNTERCLAIMS, SETOFFS OR CROSS-CLAIMS IN ANY PROCEEDING BROUGHT BY THE COLLATERAL AGENT OR THE TRUSTEES TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT OR EITHER TRUSTEE. THE COMPANY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE COLLATERAL AGENT OR SUCH

TRUSTEE HAS COMMENCED A PROCEEDING DESCRIBED IN THIS PARAGRAPH INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS.

(iii) THE COMPANY, THE COLLATERAL AGENT AND THE TRUSTEES EACH WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS SECURITY AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

(iv) THE COMPANY AGREES THAT NONE OF THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE, ANY HOLDER OF A SENIOR NOTE, THE CONVERTIBLE NOTE AND ANY HOLDER OF A CONVERTIBLE NOTE SHALL HAVE ANY LIABILITY TO THE COMPANY (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE COMPANY IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THIS SECURITY AGREEMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT THAT IS BINDING ON THE COLLATERAL AGENT, SUCH TRUSTEE OR SUCH NOTEHOLDER, AS THE CASE MAY BE, THAT SUCH LOSSES WERE THE RESULT OF ACTS OR OMISSIONS ON THE PART OF THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE OR SUCH HOLDER OF A SENIOR NOTE OR THE CONVERTIBLE NOTE TRUSTEE OR ANY HOLDER OF A CONVERTIBLE NOTE, AS THE CASE MAY BE, CONSTITUTING NEGLIGENCE OR WILLFUL MISCONDUCT.

(v) THE COMPANY WAIVES ALL RIGHTS OF NOTICE AND HEARING OF ANY KIND PRIOR TO THE EXERCISE BY THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE OR ANY HOLDER OF A SENIOR NOTE, THE CONVERTIBLE NOTE TRUSTEE OR ANY HOLDER OF A CONVERTIBLE NOTE OF ITS RIGHTS DURING THE CONTINUANCE OF AN EVENT OF DEFAULT TO REPOSSESS THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS. THE COMPANY WAIVES THE POSTING OF ANY BOND OTHERWISE REQUIRED OF THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE OR ANY HOLDER OF A SENIOR NOTE OR THE CONVERTIBLE NOTE TRUSTEE OR ANY HOLDER OF A CONVERTIBLE NOTE IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF, REPLEVY, ATTACH OR LEVY UPON COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS, TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE OR ANY HOLDER OF A SENIOR NOTE OR THE CONVERTIBLE NOTE TRUSTEE OR ANY HOLDER OF A CONVERTIBLE NOTE, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER OR PRELIMINARY OR PERMANENT INJUNCTION THIS SECURITY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT AMONG THE COMPANY ON THE ONE HAND AND THE COLLATERAL AGENT, THE SENIOR NOTE TRUSTEE AND/OR THE HOLDERS OF THE SENIOR NOTES ON THE OTHER HAND.

(w) Appointment of Collateral Agent. Pursuant to, and subject to the provisions of, Section 7.12 of the Senior Note Indenture and of Section 7.12 of the Convertible Note Indenture, the Trustees hereby appoint the Collateral Agent, and the Collateral Agent accepts appointment, as Collateral Agent under the terms of this Security Agreement.

The Collateral Agent may resign at any time by giving written notice thereof to the Trustees and may be removed at any time with or without cause by the Trustees acting together. Prior to the effectiveness of any such resignation or removal, the Trustees acting together shall have the right to appoint a successor Collateral Agent which shall be a commercial bank organized or chartered under the laws of the United States of America or any state thereof having combined capital and surplus of at least $50,000,000. If no successor Collateral Agent shall have been so appointed by the Trustees acting together, and shall have accepted such appointment within 30 days after the retiring Collateral Agent's giving of notice of resignation or the Trustees' removal of the retiring Collateral Agent, then the retiring Collateral Agent shall, prior to the effectiveness of its resignation or removal, on behalf of the Senior Note Trustee, the Holders of the Senior Notes, the Convertible Note Trustee and the Holders of the Convertible Notes, appoint a successor Collateral Agent, which shall be a commercial bank organized under the laws of the United States of America or any State thereof having a combined capital and surplus of at least $50,000,000. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Security Agreement. After any retiring Collateral Agent's resignation or removal hereunder as Collateral Agent, the provisions of this Security Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Security Agreement. Any corporation into which the Collateral Agent may be merged, or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Collateral Agent shall be a party, shall be Collateral Agent under this Security Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

NWE CAPITAL (CYPRUS) LIMITED

By: /s/ Clayton A. Waite
   --------------------------------------
Name: Clayton A. Waite
     ------------------------------------
Title: Director
      -----------------------------------

The undersigned, as nominee of the Company to hold as of record the Company's beneficial interest in one share of CY (pound)1 each of NWE Capital (Cyprus) Limited (the "Nominee Collateral") for the sole purpose of compliance with the requirement under Cypriot law that a corporation have two shareholders of record, does hereby join in this Security Agreement solely for the purpose of pledging the Nominee Collateral as security in order to secure the payment and performance of all Obligations by the Company.

The undersigned hereby grants to the Collateral Agent for the benefit of the Senior Note Trustee and for the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes (i) Liens and a continuing security interest in and to the Nominee Collateral in order to secure the payment and performance of all Obligations by the Company and (ii) all rights and remedies, whether arising before or after an Event of Default, with respect to the Nominee Collateral as otherwise granted in this Security Agreement with respect to the Collateral; provided, however, that the Collateral Agent, the Senior Note Trustee and the Convertible Note Trustee agree that, notwithstanding anything contained in this Security Agreement to the contrary, the undersigned shall have no personal liability under, arising out of or related to this Security Agreement beyond the Nominee Collateral pledged hereunder.

/s/ Clayton A. Waite
-----------------------------
Clayton A. Waite

By its acceptance hereof, as of the day and year first above written, the Collateral Agent, the Senior Note Trustee and the Convertible Note Trustee agree to be bound by the provisions hereof.

THE BANK OF NEW YORK, as Collateral Agent, Senior Note Trustee and Convertible Note Trustee

By: /s/ Steven D. Torgeson
   -------------------------------------
Name: Steven D. Torgeson
     -----------------------------------
Title: Assistant Treasurer
      ----------------------------------

SCHEDULE A to NWE
Cyprus Senior Note
Security and Pledge
Agreement

PLEDGED STOCK

20,000,002 ordinary shares of US $1 each of Wireless Technology Corporations Limited

SCHEDULE B to NWE
Cyprus Senior Note
Security and Pledge
Agreement

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

None.

SCHEDULE C to NWE
Cyprus Senior Note
Security and Pledge
Agreement

FILINGS

1. UCC-1 financing statements filed with the Secretary of State of the State of New York.

2. UCC-1 financing statements filed with the City Registers Office, New York County, New York.

3. The share register of WTC must contain each of the following:

a. A statement that the WTC Capital Stock is pledged

b. The name of the pledgees

c. The date on which the statement and name contained in (a) and (b) above are entered in the share register

SCHEDULE D to NWE
Cyprus Senior Note
Security and Pledge
Agreement

CHIEF EXECUTIVE OFFICES

Iris Tower, Office 602
58 Arch. Makarios III Avenue
Nicosia, CYPRUS

SCHEDULE E to NWE
Cyprus Senior Note
Security and Pledge
Agreement

BUSINESS NAMES

None.

SCHEDULE F to NWE
Cyprus Senior Note
Security and Pledge
Agreement

LOCATION OF COLLATERAL

See Schedule D.

SCHEDULE G
Additional
Collateral Amendment

This Additional Collateral Amendment, dated _____________, 19__, is delivered pursuant to Section 6(a) of the Security Agreement referred to below. The undersigned hereby pledges to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes, and grants to the Collateral Agent for its benefit and the equal and ratable benefit of the Holders of the Senior Notes, continuing Liens and security interest in all of its rights, title and interest in the Collateral listed below.

The undersigned hereby agrees that this Additional Collateral Amendment may be attached to the Security and Pledge Agreement, dated as of May 31, 1996, between the undersigned and The Bank of New York, as Senior Note Trustee, as Convertible Note Trustee and as Collateral Agent (the "Security Agreement"); capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Security Agreement; and the Collateral listed on this Additional Collateral Amendment shall be deemed to be part of the Collateral, and shall become part of the Collateral and shall secure all Obligations.

NWE CAPITAL (CYPRUS) LTD.

By:________________________________
Name:______________________________
Title:_____________________________

                    Number of            Share             Percentage
 Name of             Shares           Certificate           of Shares
Guarantor            Pledged             Number            Outstanding
---------           ---------         -----------          -----------

             Description       Name of Restricted                 Original
 Item             of               Subsidiary                     Principal
Number       Indebtedness           (Obligor)         Date         Amount
------       ------------      ------------------     ----        ---------

SCHEDULE H to NWE
Cyprus Senior Note
Security and Pledge
Agreement

RESTRICTIVE AGREEMENTS

1. The BECET charter and joint venture agreement provide that a joint venture partner may not sell, assign, pledge or otherwise transfer its shares without the written consent of the other partner prior to February 4, 1999. After February 4, 1999, such interest may be transferred provided that the transferee agrees to be bound by the terms of the joint venture agreement creating BECET.

2. The BECET charter provides that dividends may be established at a meeting of the General Assembly (as defined therein). To the extent that WTC owns a 50 percent equity interest in BECET, its ability to cause BECET to declare dividends may be restricted.

3. The BECET charter provides a right of first refusal for newly issued shares.

EXHIBIT 4.9

WIRELESS TECHNOLOGY CORPORATIONS LIMITED

BALTIC COMMUNICATIONS LIMITED

and any other Guarantor party hereto from time to time

GUARANTY AGREEMENT

Dated as of November 26, 1997

GUARANTY AGREEMENT, dated as of November 26, 1997 ("this Guaranty Agreement"), made and given by WIRELESS TECHNOLOGY CORPORATIONS LIMITED, a British Virgin Islands corporation, and BALTIC COMMUNICATIONS LIMITED, a Russian closed joint stock company (collectively, together with each other subsidiary of the Company (as defined below) which becomes a party hereto pursuant to a Joinder Agreement as described below, the "Guarantors" and individually a "Guarantor") in favor of The Travelers Insurance Company and The Travelers Indemnity Company (collectively, the "Lenders") and of all other holders from time to time of the Notes referred to below (such holders, together with the Lenders, being herein sometimes referred to collectively as the "Noteholders" and individually as a "Noteholder"); for the benefit of PLD TELEKOM INC., a Delaware corporation (the "Company").

R E C I T A L S :

A. The Company has entered into the Revolving Credit Note and Warrant Agreement, dated as of the date hereof (the "Revolving Credit Agreement"), between the Company and the Lenders, providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notes, the Revolving Credit Agreement and this Guaranty, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized terms used and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit Agreement.

B. The obligation of the Lenders to make the Revolving Credit Loans under the Revolving Credit Agreement is conditioned, among other things, on each of the Guarantors guaranteeing all of the Company's Obligations referred to below.

C. Pursuant to the Revolving Credit Agreement, the Company is obligated to cause (i) each Person that after the Closing Date shall become a Wholly-Owned Restricted Subsidiary and (ii) each other Subsidiary, other than the Leasing Companies or NWE Cyprus, which shall guarantee Indebtedness of the Company or any other Guarantor to execute and deliver a joinder agreement in the form attached hereto as Exhibit A (a "Joinder Agreement") and thereby to become a Guarantor under and within the meaning of this Guaranty Agreement.

D. Each of the Guarantors is a Subsidiary of the Company.

NOW, THEREFORE, for and in consideration of the execution and delivery by the Lenders of the Revolving Credit Agreement and in order to induce the Lenders to make the Revolving Credit Loans to the Company from time to time under the Revolving Credit Agreement, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Guarantors hereby agree as follows:

1. Guaranty of Payment. Each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, to the Noteholders, the prompt payment in full when due (whether on a date fixed for repayment, at stated maturity, by declaration, acceleration or otherwise) of the Company's Obligations. For the purposes hereof the "Company's Obligations" means all indebtedness, obligations and liabilities of the Company under the Revolving Credit Documents, now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, howsoever evidenced, held or acquired, as such indebtedness, obligations and liabilities may be modified, extended, renewed or replaced from time to time, and including without limitation, the obligation of the Company to pay the principal of and interest on, and Additional Amounts, if any, and Commitment Fees, if any, owing in respect of, the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for repayment or otherwise, in accordance with the terms of the Revolving Credit Documents, and all other obligations from time to time owing to the Noteholders, or any of them, under the Revolving Credit Documents (including, without limitation, indemnities and expenses). The guaranty of each Guarantor as set forth in this section is a guaranty of payment and not of collection.

2. Limitation of Guarantor's Liability. Each Guarantor and, by its acceptance of the Note held by it, each Noteholder, hereby confirms that it is its intention that the guaranty by such Guarantor under this Guaranty Agreement not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any other bankruptcy, receivership, insolvency, liquidation or other similar legislation or legal principles under any applicable foreign law to the extent applicable to such guaranty. To effectuate the foregoing intention, each such Guarantor and each Noteholder hereby irrevocably agrees that the obligation of such Guarantor under this Guaranty Agreement

shall be limited to the lesser of (a) an amount equal to such Guarantor's Adjusted Net Assets (as hereinafter defined) as of the date this Guaranty Agreement is executed and delivered and (b) the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such Guarantor under this Guaranty Agreement, result in the obligations of such Guarantor not constituting a fraudulent conveyance or fraudulent transfer or not otherwise being void, voidable or unenforceable under any bankruptcy, reorganization, receivership, insolvency, liquidation or other similar legislation or legal principles under any applicable foreign law. As used in this Section 2, "Adjusted Net Assets" of any Guarantor at any date means the amount by which the fair value of the assets and Property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under this Guaranty Agreement, of such Guarantor at such date.

3. Release of Collateral, Parties Liable, etc. Each of the Guarantors agrees that the whole or any part of any and all security now or hereafter held for the Company's Obligations may be exchanged, compromised, released or surrendered from time to time; that neither the Noteholders nor any of them nor any trustee or agent which shall at any time hold any such security shall have any obligation to protect, perfect, secure or insure any Liens now or hereafter held for the Company's Obligations or the properties subject thereto; that the time or place of payment of the Company's Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; that the Company may be granted indulgences generally; that any provisions of the Revolving Credit Documents or any other documents executed in connection with this transaction may be modified, amended or waived; that any party liable for the payment of the Company's Obligations may be granted indulgences or released; and that any deposit balance for the credit of the Company or any other party liable for the payment of the Company's Obligations or liable upon any security therefor may be released, in whole or in part, at, before and/or after the stated, extended or accelerated maturity of the Company's Obligations, all without notice to or further assent by the Guarantors, or any of them, who shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence or release.

4. Waiver of Rights. Each of the Guarantors expressly waives: (a) notice of acceptance of this Guaranty Agreement by the Noteholders; (b) presentment and demand for payment of any of the Company's Obligations; (c) protest and notice of dishonor or of default to such Guarantor or to any other party with respect to the Company's Obligations or with respect to any security therefor; (d) notices of any Noteholder's or any trustee's or agent's for any Noteholder obtaining, amending, substituting for, releasing, waiving or modifying any security interests, liens or other encumbrances now or hereafter securing the Company's Obligations, of the Noteholders' or any such trustee's or agent's subordinating, compromising discharging or releasing such security interests, liens or

other encumbrances; (e) all other notices to which such Guarantor might otherwise be entitled; (f) demand for payment under this Guaranty Agreement; and
(g) any right to assert against any Noteholder, as a defense, counterclaim, set-off or cross-claim, any defense (legal or equitable), set-off, counterclaim or claim which such Guarantor may now or hereafter have against any Noteholder or the Company, but such waiver shall not prevent such Guarantor from asserting against any Noteholder in a separate action, any claim, action, cause of action, or demand that such Guarantor might have, whether or not arising out of this Guaranty Agreement.

5. Primary Liability of Guarantors; Subrogation; Interest; Acceleration. (a) Each of the Guarantors agrees that this Guaranty Agreement may be enforced by the Noteholders upon the failure of the Company to pay or perform punctually any of the Company's Obligations without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to the Company under the Revolving Credit Documents or any collateral now or hereafter securing the Company's Obligations or otherwise, and each of the Guarantors hereby waives the right to require the Noteholders to proceed against the Company or any other Person (including a co-guarantor) or to require the Noteholders to pursue any other remedy or enforce any other right. Each of the Guarantors further agrees that nothing contained herein shall prevent the Noteholders or any trustee or agent at the time empowered to act on their behalf from suing the Company with respect to its obligations under the Revolving Credit Documents or foreclosing any security interest in or lien on any collateral now or hereafter securing the Company's Obligations or from exercising any other rights available to the Noteholders or any such trustee or agent under the Revolving Credit Documents if neither the Company nor the Guarantors timely performs the obligations of the Company thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of any Guarantor's obligations hereunder; it being the purpose and intent of each of the Guarantors that such Guarantor's obligations hereunder shall be absolute, irrevocable, independent and unconditional under any and all circumstances. Neither the obligations of any Guarantor under this Guaranty Agreement nor any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by an impairment, modification, change, release or limitation of the liability of the Company or any other Guarantor, by reason of the Company's or any other Guarantor's bankruptcy or insolvency or by reason of the invalidity or unenforceability of all or any portion of the Company's Obligations. Each of the Guarantors acknowledges that the term "Company's Obligations" as used herein includes any payments made by the Company or any other Guarantor to the Noteholders and subsequently recovered by the Company or a trustee for the Company pursuant to the Company's bankruptcy or insolvency and that the guaranty of each of the Guarantors hereunder shall be reinstated to the extent of such recovery.

(b) In the event any Guarantor shall at any time pay any sums on account of any of the Company's Obligations, such Guarantor shall, to the extent of such payment, be subrogated to the rights, privileges and powers of the Noteholders in respect of such Company's Obligation, provided that each Guarantor hereby agrees that it shall not seek

to exercise any such rights of subrogation, any right of reimbursement or indemnity whatsoever or any rights or recourse to any security for any of the Company's Obligations unless and until all of the Company's Obligations shall have been indefeasibly paid in full.

(c) As between each Guarantor, on the one hand, and the Noteholders, on the other hand, the Company's Obligations may be declared to be forthwith due and payable as provided in Section 12.1 of the Revolving Credit Agreement (and shall be deemed to have become automatically due and payable in the circumstances provided in said Section 12.1) for all purposes of this Guaranty Agreement notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such obligations from becoming automatically due and payable) as against the Company and, in the event of such declaration (or in the event of any such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Company) shall forthwith become due and payable by the Guarantors for purposes of this Guaranty Agreement and the obligations of the Guarantors hereunder shall be deemed to have been accelerated with the same effect as if the Notes had been accelerated in accordance with the terms thereof and of the Revolving Credit Agreement.

(d) Each Guarantor acknowledges, consents and agrees that any interest on the Company's Obligations which accrues after the commencement of any bankruptcy, reorganization or insolvency proceeding against the Company, or, if interest on any portion of the Company's Obligations ceases to accrue by operation of law by reason of the commencement of any such proceeding, such interest as would have accrued on any such portion of the Company's Obligations if said proceeding had not been commenced, shall be included in the Company's Obligations, it being the intent hereof that the amount of the Company's Obligations guaranteed hereunder should be determined without regard to any rule of law or order which may relieve the Company of any portion of the Company's Obligations.

6. Attorneys' Fees and Costs of Collection. If at any time or times hereafter the Noteholders or any trustee or agent acting on their behalf employs counsel to pursue collection, to intervene, to sue for enforcement of the terms hereof or of the Revolving Credit Agreement or any other of the Revolving Credit Documents, or to file a petition, complaint, answer, motion or other pleading in any suit or proceeding relating to this Guaranty Agreement or the Revolving Credit Agreement or any other of the Revolving Credit Documents, then in such event, all of the reasonable attorneys' fees relating thereto shall be an additional liability of the Guarantors to the Noteholders hereunder, payable on demand.

` 7. Term of Guaranty; Warranties. This Guaranty Agreement shall continue in full force and effect until the Company's Obligations are fully and indefeasibly paid, performed and discharged. This Guaranty Agreement covers the Company's Obligations whether presently outstanding or arising subsequent to the date hereof. Each Guarantor warrants and represents to the Noteholders (a) that such Guarantor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of

organization, (b) that such Guarantor has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, (c) that the execution and delivery by such Guarantor of this Guaranty Agreement and the other Revolving Credit Documents, if any, to which it is a party and the performance by such Guarantor of its obligations hereunder and thereunder are within the corporate power of such Guarantor, have been duly authorized by all necessary organizational action, require no action by or in respect of, or filing with, any governmental body, agency or official (except for any such action or filing that has been taken and is in full force and effect) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of any of the constitutional documents of such Guarantor or of any material agreement, judgment, injunction, order, decree, or other material instrument binding upon such Guarantor or result in the creation or imposition of any Lien on any asset of such Guarantor and (d) that this Guaranty Agreement and the other Revolving Credit Documents, if any, to which such Guarantor is a party constitute valid, binding and enforceable agreements of such Guarantor and, when executed and delivered, will constitute valid and binding obligations of such Guarantor (except insofar as enforceability may be affected by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect).

8. Further Representations and Warranties. Each Guarantor agrees that the Noteholders will have no obligation to investigate the financial condition or affairs of the Company for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of the Company which might come to the knowledge of any of the Noteholders at any time, whether or not any of the Noteholders knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor or might (or does) materially increase the risk of such Guarantor as guarantor or might (or would) affect the willingness of such Guarantor to continue as guarantor with respect to the Company's Obligations.

9. Additional Liability of Guarantors. If any Guarantor is or becomes liable for any indebtedness owing by the Company to any of the Noteholders by endorsement or otherwise other than under this Guaranty Agreement, such liability shall not be in any manner impaired or reduced hereby but shall have all and the same force and effect it would have had if this Guaranty Agreement had not existed and such Guarantor's liability hereunder shall not be in any manner impaired or reduced thereby.

10. Cumulative Rights. All rights of the Noteholders hereunder or otherwise arising under any documents executed in connection with or as security for the Company's Obligations are separate and cumulative and may be pursued separately, successively or concurrently, or not pursued, without affecting or limiting any other right of any of the Noteholders and without affecting or impairing the liability of any of the Guarantors.

11. Usury. Notwithstanding any other provisions herein contained, no provision of this Guaranty Agreement shall require or permit the collection from any Guarantor of interest in excess of the maximum rate or amount that such Guarantor may be required or

permitted to pay pursuant to applicable law. In the event any such interest is collected, it shall be applied in reduction of such Guarantor's obligations hereunder, and the remainder of such excess collected shall be returned to such Guarantor once such obligations have been fully satisfied.

12. Successors and Assigns. This Guaranty Agreement shall be binding on and enforceable against each Guarantor and its successors and assigns; provided that, other than in connection with any such assignment or transfer resulting from a merger or consolidation of such Guarantor or a transfer of all or substantially of such Guarantor's assets permitted under the Revolving Credit Agreement, as in effect from time to time, none of the Guarantors may assign or transfer any of its obligations hereunder without the prior written consent of Noteholders holding Commitment Percentages aggregating more than 50%. This Guaranty Agreement is intended for and shall inure to the benefit of the Noteholders and their respective successors and assigns. This Guaranty Agreement shall be transferable and negotiable with the same force and effect, and to the same extent, that the Company's Obligations are transferable and negotiable, it being understood and stipulated that upon assignment or transfer by any of the Noteholders of any of the Company's Obligations the legal holder or owner of the Company's Obligations (or a part thereof or interest therein thus transferred or assigned by any Noteholder) shall (except as otherwise stipulated by any such Noteholder in its assignment) have and may exercise all of the rights granted to such Noteholder under this Guaranty Agreement to the extent of that part of or interest in the Company's Obligations thus assigned or transferred to said Person. Each Guarantor expressly waives notice of transfer or assignment of the Company's Obligations, or any part hereof, or of the rights of any Noteholder thereunder. Failure to give any such notice will not affect the liabilities of the Guarantors hereunder.

13. Application of Payments. As between the Guarantors and the Noteholders, each of the Noteholders may apply any payments received by it from any source against that portion of the Company's Obligations (principal, interest, court costs, attorneys' fees or other) in such priority and fashion as it may deem appropriate.

14. Modifications. Any term, covenant, agreement or condition of this Guaranty may be amended or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing duly executed by each Guarantor and Noteholders holding all of the Notes at the time outstanding. Any amendment or waiver effected in accordance with this Section shall apply equally to all Noteholders and shall be binding upon them and upon each future holder of any Note and upon each Guarantor whether or not any such Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.

15. Notices. (a) Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed or sent by telex, telecopy, graphic scanning or other telegraphic communications equipment of the sending party, as follows:

(i) if to WTC, at c/o Orbis Services Limited, Tropic Isle Building, P.O. Box 3443, Road Town, Tortola, British Virgin Islands, and

if to BCL, at Pochtamtskaya Ulitsa 15, Saint Petersburg, Russia 191186,

in either such case with a copy to each of PLD Telekom Inc., at 680 Fifth Avenue, 24th Floor, New York, New York 10019, Attention: Chief Financial Officer, and Morgan, Lewis & Bockius LLP, at 101 Park Avenue, New York, New York 10178, Attention: H. Franklin Bloomer, Jr., Esq.;

(ii) if to the Lenders, at the respective addresses set forth therefor in Schedule I to the Revolving Credit Agreement, or at such other address as either such Lender shall have designated in writing to the Guarantors; and

(iii) if to any other Noteholder, in the manner provided in the Revolving Credit Agreement.

(b) All notices and other communications given to any party hereto in accordance with the provisions of this Guaranty Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telex, telecopy, graphic scanning or other telegraphic communications equipment of the sender, or on the date five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this
Section 15 or at such other address or telex, telecopy or other number as shall be designated by such party in a notice to each other party complying with the terms of this Section 15.

16. Net Payments. Reference is hereby made to Section 9.21 of the Revolving Credit Agreement, the terms of which are hereby incorporated by reference, with each reference to a "Subsidiary Guarantor" contained in such
Section 9.21 being deemed to be a reference to a Guarantor hereunder, and each reference to a "Guarantee" contained in such Section 9.21 being deemed to be a reference to this Guaranty Agreement. Each Guarantor agrees that all payments made by it hereunder in respect of the Company's Obligations are subject to the terms and provisions of such Section 9.21 of the Revolving Credit Agreement, and agrees to perform all of the obligations of a "Subsidiary Guarantor" contained therein applicable to such payments.

17. Severability. In the event that any provision hereof shall be deemed to be invalid by reason of the operation of any law or by reason of the interpretation placed thereon by any court, this Guaranty Agreement shall be construed as not containing such provision, but only as to such jurisdictions where such law or interpretation is operative, and the invalidity of such provision shall not affect the validity of any remaining provision hereof, and any and all other provisions hereof which are otherwise lawful and valid shall remain in full force and effect.

18. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial.

THIS GUARANTY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN NEW YORK. EACH GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS GUARANTY AGREEMENT MAY BE LITIGATED IN SUCH COURTS, AND EACH GUARANTOR WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT. EACH GUARANTOR FURTHER IRREVOCABLY CONSENTS THAT THE SERVICE OF PROCESS MAY BE MADE BY MAIL OR MESSENGER DIRECTED TO IT AT ITS ADDRESS SET FORTH IN SECTION 14 HEREOF (OR PURSUANT TO THE JOINDER AGREEMENT EXECUTED BY SUCH GUARANTOR AS CONTEMPLATED BY THE REVOLVING CREDIT AGREEMENT). NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY NOTEHOLDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY JURISDICTION AGAINST ANY GUARANTOR OR TO ENFORCE A JUDGMENT OBTAINED IN THE COURTS OF ANY OTHER JURISDICTION. EACH GUARANTOR ACKNOWLEDGES THAT THE TIME AND EXPENSE REQUIRED FOR A TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19. Headings. The headings in this instrument are for convenience of reference only and shall not limit or otherwise affect the meaning of any provisions hereof.

20. Counterparts. This Guaranty Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each constituting an original, but all together constituting one and the same instrument.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Guarantors party hereto have caused this Guaranty Agreement to be duly executed by their respective authorized officers as of the date first above written.

WIRELESS TECHNOLOGY CORPORATIONS LIMITED

By /s/ E. Clive Anderson
  --------------------------------------
Title: Attorney-in-Fact

BALTIC COMMUNICATIONS LIMITED

By /s/ E. Clive Anderson
  --------------------------------------
Title: Authorized Representative

EXHIBIT A
to
Guaranty Agreement

FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT, dated as of ____________, ____ ("this Agreement"), made and given by _______________, a ____________ (the "Subsidiary"), which is a subsidiary of PLD Telekom Inc., a Delaware corporation (the "Company"), in favor of the Noteholders referred to (and as that term is defined) in that certain Guaranty Agreement, dated as of November 26, 1997 (as the same may have been heretofore amended or otherwise modified, the "Guaranty Agreement"), made and given originally by the subsidiaries of the Company identified therein in favor of the Lenders (as defined therein) and of the holders from time to time of (i) the Company's 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 evidencing the obligation of the Company to repay Series A Revolving Credit Loans made to the Company from time to time in accordance therewith and (ii) the Company's 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 evidencing the obligation of the Company to repay Series B Revolving Credit Loans made to the Company from time to time in accordance therewith. All of the defined terms in the Guaranty Agreement are incorporated herein by reference and all such terms used and not otherwise defined herein have the respective meanings when used herein as are attributed thereto in the Guaranty Agreement (or by reference therein to the Revolving Credit Agreement referred to therein).

The Company is required by Section 9.30 of the Revolving Credit Agreement to cause the Subsidiary to become a "Guarantor" under and within the meaning of the Guaranty Agreement. Accordingly, the Subsidiary hereby agrees with and for the benefit of the Noteholders as follows:

1. The Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the Subsidiary will be deemed to be a party to the Guaranty Agreement and a "Guarantor" for all purposes of the Guaranty Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Guaranty Agreement. The Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Guaranty Agreement, including, without limitation, all of the undertakings and waivers set forth therein. Without limiting the generality of the foregoing terms of this paragraph 1, the Subsidiary, subject to the limitations set forth in Section 1 of the Guaranty Agreement, hereby jointly and severally, together with the other Guarantors, guarantees to the Noteholders, as provided in such Section 1 of the Guaranty Agreement, the prompt payment in full when

due (whether on a date fixed for repayment, at stated maturity, by declaration, acceleration or otherwise) of the Company's Obligations.

2. The address of the Subsidiary for purposes of all notices and other communications is ___________________________________.

3. The Subsidiary hereby waives notice of acceptance by the Noteholders, or any of them, of this Agreement.

4. This Agreement may be executed in any number of counterparts, each constituting an original, but all together constituting one and the same instrument.

IN WITNESS WHEREOF, the Subsidiary has caused this Agreement to be duly executed by its authorized officer, as of the day and year first above written.

[SUBSIDIARY]

By _______________________
Title: