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 Federal  Communications  Commission 
 APPENDIX  C 
 ORGANIZATIONAL  CHARTS 

 1  See  September  18  Letter,  supra  note  10,  at  Organizational  Charts  for  GCLs  FCC-  Licensed 
 Subsidiaries. 
1
 Post-  Closing  Ownership  Structure  of  Holders  of  Domestic  and  International  Section  21  4  Authorizations 
 Global  Crossing  Intermediate  UK  Holdings  Ltd. 
 (UK) 

 I  I  Singapore  Technologies  Pte  Ltd  (Singapore) 
 Global  Crossing  North  American  Holdings,  Inc. 
 (Delaware) 

 I  I  Creditors  I  SlT  Crossing  Ltd  I  (Mauritius)  I  I  I  I  I  38.5%  I  61.5%  I  GC  Acquisition  Limited 
 (Bermuda)  I  I 

 I  I  GC  Holdings  Limited  (Bermuda) 

 Global  Crossing  North  Amenca,  Inc. 
 (New  York) 
 Global  Crossing  (Holdco)  Limited 

 Global  Crossing  (Bidco)  Limited 
 (W 

 ALC  Communications  Corporation 

 =  Section  214  Authorization  Holders' 
 Notes: 
 '  Budget  Call  Long  Distance,  Inc..  Global  Crossing  Bandwidth,  Inc.,  Global  Crossing  Government  Markets  USA,  Inc.,  Global  Crossing  Holdings  USA, 

 Inc.,  Global  Crossing  North  American  Networks,  Inc..  Global  Crossing  Telecommunications,  Inc.  and  Racal  Telecommunications,  Inc.  hold 
 authority  to  provide  international  services.  Budget  Call  Long  Distance,  Inc..  Global  Crossing  Bandwidth,  Inc.,  Global  Crossing  Local  Services, 
 Inc.,  Global  Crossing  North  American  Networks,  Inc.,  and  Global  Crossing  Telecommunications,  Inc.  provide  domestic  interstate  services  under 
 Section  214s  "blanket"  authority. 
 The  remaining  1.09%  interest  in  SlT  Communications  Limited  will  be  held  by  the  company's  management. 

 The  remaining  50%  interest  is  held  by  Global  Crossing  Telecommunications,  Inc. 
2
 Post-  Closing  Ownership  Structure  of  Cable  Landing  Licensees  (Except  PC  Landing  Corp.) 
 Creditors 
 Temasek  Holdings  (Private)  Limited  (Singapore) 
 I 

 STT  Crossing  Ltd  (Mauritius) 
 Singapore  Technologies  Pte  Ltd 
 Singapore  Technologies  Telemedia  Pte  Ltd  (Singapore) 

 Global  Crossing  Global  Crossing 
 (Delaware)  (New  York)  Holdings  USA,  Inc.  North  America,  Inc. 

 I  98.91%  ' 
 Global  Crossing  Latin  America  &  Caribbean  Co. 
 (Delaware) 

 GC  Acquisition  Limited  (Bermuda) 
 I  GC  Holdings  Limited 
 (Bermuda) 

 Corp. 
 =  Cable  Landing  Licensees 
 Note: 
 1  The  remaining  1.09%  interest  in  SlT  Communications 
 Limited  will  be  held  by  the  company's  management. 
3
 Post-  Closing  Ownership  Structure  of  PC  Landing  Corp. 
 Creditors 
 Ternasek  Holdings  (Private)  Limited  (Singapore) 
 I 

 SlT  Crossing  Ltd  (Mauritius) 
 Singapore  Technologies  Pte  Ltd 
 (Singapore)  1 
 I 

 (Bermuda)  SoftBank  Corp. 
 54.2%  I 
 sia  Global  Crossing  Ltd.  (Bermuda) 

 CT  Pacific  Holdings  Ltd.  (Bermuda) 

 scs  (Bermuda)  Ltd.  70y0  (Bermuda) 
 14.5% 

 =  Cable  Landing  Licensee 
 Notes: 
 be  held  by  the  company's  management. 
 intermediate  holding  companies. 
 3  In  addition  to  New  GX's  54.2%  interest  to  be  held  through  Global 
 Crossing  Asia  Holdings,  Ltd.,  New  GX  will  hold  a  1.2%  direct  interest  in  Asia  Global  Crossing  Limited  and  will  hold  indirect 

 interests  through  two  of  its  wholly-  owned  Delaware  subsidiaries:  IXNet,  Inc.  (0.3%)  and  International  Exchange  Networks  Ltd.  (3.2%). 

 The  remaining  1.09%  interest  in  SlT  Communications  Limited  will 
 Softbank  Corp.  's  stake  in  AGCL  is  held  through  two  wholly-  owned 

 Pacific  Crossing  UK  Ltd.  FJ 
4
 Post-  Closing  Ownership  Structure  of  Common  Carrier  Radio  Licensees 
 Creditors 
 Temasek  Holdings  [Private]  Limited  (Singapore) 
 SlT  Crossing  Ltd  (Mauritius) 
 .  Singapore  Technologies  Pte  Ltd  (Singapore) 

 Global  Crossing  North  American  Networks,  lnc 
 (Delaware) 

 Singapore  Technologies  Telemedia  Pte  Ltd 
 98.91%   
 STT  Communications  Limited  (Singapore) 

 Global  Crossing  Globalcenter  Holdings,  Inc. 
 (Delaware) 

 =  Common  Carrier  Radio  Licensees 
 Notes: 
 1  The  remaining  1.09%  interest  in  STT  Communications 
 Limited  will  be  held  by  the  companys  management. 
5
 Federal  Communications  Commission 
 APPENDIX  D 
 NEW  GX/  EXECUTIVE  BRANCH  AGREEMENT 
6
 AGREEMENT 
 This  AGREEMENT  is  made  as  of  the  date  of  the  last  signature  affixed  hereto  by  and  among:  Global  Crossing  Ltd.  (  GCL),  GC  Acquisition  Limited  (  New  GX)  and  Singapore 

 Technologies  Telemedia  Pte  Ltd  (  ST  Telemedia),  on  the  one  hand,  and  the  Federal  Bureau  of  Investigation  (  FBI),  the  U.  S.  Department  of  Justice  (  DOJ),  the  Department  of  Defense 
 (  DODy),  and  the  Department  of  Homeland  Security  (  DHS),  on  the  other  (referred  to  individually  as  a  Party  and  collectively  as  the  Parties). 

 RECITALS 
 WHEREAS,  U.  S.  communication  systems  are  essential  to  the  ability  of  the  U.  S.  government  to  f  i  i  l  l  -i  s  r  e  s  p  o  n  s  i  b  3  T  1  Z  E  J  m  i  m  preserve  tine  national-  f  the 

 United  States,  to  enforce  the  laws,  and  to  maintain  the  safety  of  the  public; 
 __  --  .- 

 WHEREAS,  the  U.  S.  government  has  an  obligation  to  the  public  to  ensure  that  U.  S.  communications  and  related  information  are  secure  in  order  to  protect  the  privacy  of  US. 
 persons  and  to  enforce  the  laws  of  the  United  States; 
 WHEREAS,  it  is  critical  to  the  wll  being  of  the  nation  and  its  citizens  to  maintain  the  viability,  integrity,  and  security  of  the  communications  systems  of  the  United  States  (see,  e.  g., 
 Executive  Order  1323  1,  Critical  Infrastructure  Protection  in  the  Information  Age  and  Presidential  Decision  Directive  63  ,  Critical  Infrastructure  Protection); 

 WHEREAS,  protection  of  Classified,  Controlled  Unclassified,  and  Sensitive  Information  is  also  critical  to  U.  S.  national  security; 
 WHEREAS,  GCL  and  New  GX  have  an  obligation  to  protect  from  unauthorkd  disclosure  the  contents  of  wire  and  electronic  communications; 
 WHEREAS,  New  GX,  through  one  or  more  of  its  subsidiaries,  provides  or  will  provide  the  following  services:  (1)  local,  long  distance  and  international  voice  services  including  IP- 
 based  voice  services,  calling  card  and  toll  free  voice  service,  and  international  toll  free  service;  (2)  private  data  and  virtual  private  networking  services,  including  global  ATM  service,  and 
 frame  relay  service;  (3)  broadband  fiber-  optic  capacity  on  a  leased  and  IRU  basis,  including  private  line  service  and  wavelength  service;  (4)  Internet  access  services  including  IP  peering  and 
 transit  service,  dedicated  Internet  access  service  and  internet  dial-  up  service;  (5  )  audio  and  video  conferencing  services;  (6)  maintenance  and  installation  services  in  connection  with  the  above, 
 including  colocation  service,  remote  access  service  and  managed  services;  and  (7)  any  other  telecommunications  service  that  New  GX  may  offer  in  the  future; 

 WHEREAS,  New  GX  has  or  will  have  direct  physical  or  electronic  access  to  certain  customer  facilities,  including  servers,  storage  media,  network  connections,  bandwidth  transport, 
 and  firewalls,  and  thereby  has  access  to  a  variety  of  customer  and  end-  user  information  that  is  subject  to  U.  S.  privacy  and  electronic  surveillance  laws; 
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 WHEREAS,  GCL  has  entered  into  a  Purchase  Agreement  dated  August  9,  2002  and  amended  December  20,2002  and  May  13,2003  (the  Purchase  Agreement),  whereby  GCL  and 
 its  wholly-  owned  Bermuda  subsidiary,  Global  Crossing  Holdings,  Ltd.,  will  transfer  all  of  their  assets  and  operations,  including  ownership  of  their  U.  S.  subsidiaries,  to  New  GX,  and  ST 
 Telemedia  will  acquire,  directly  or  through  a  subsidiary,  a  61.5  percent  equity  and  voting  interest  in  New  GX  in  exchange  for,  inter  alia,  an  investment  of  $250  million  in  New  GX,  which 
 Purchase  Agreement  has  been  approved  by  the  United  States  Bankruptcy  Court  for  the  Southern  District  of  New  York;  and  GCL,  New  GX  and  ST  Telemedia  have  represented  that  the  proposed 
 transaction  does  not  involve,  directly  or  indirectly,  investment  in  GCL,  its  subsidiaries,  assets  and  operations  by  any  foreign  company  other  than  ST  Telemedia; 

 WHEREAS,  GCL  and  New  GX  have  filed  with  the  Federal  Communications  Commission  (  FCC)  applications  (in  FCC  B  Docket  No.  02-  286)  under  Sections  214  and 
 310(  d),  and  the  Act  Relating  to  the  Landing  and  Operation  of  Submarine  Cables  in  the  United  States,  as  amended  (the  Cable  Landing  License  Act),  47  U.  S.  C.  $5  34-  39,  seeking  FCC 
 approval  of  the  transfer  of  control  to  New  GX  of  GCLs  subsidiaries  that  hold  FCC  authorizations  and  licenses,  and  in  connection  therewith  have  also  filed  with  the  FCC  a  petition 
 pursuant  to  Section  3  10(  b)(  4)  of  the  1996  Act  for  a  declaratory  ruling  that  the  proposed  indirect  foreign  ownership  interest  of  ST  Telemedia  in  the  FCC-  licensed  subsidiaries  is  in  the  public 
 interest; 

 310(  d)  of  the  Communications  Act  of  1934,  as  amended  (the  1996  Act),  47  U.  S.  C.  $5  214  and  -  -- 

 WHEREAS,  ST  Telemedia  is  a  company  organized  and  existing  under  the  laws  of  Singapore  that  is  a  wholly-  owned  subsidiary  of  Singapore  Technologies  Pte  Ltd,  that  in  turn 
 ultimately  is  wholly-  owned  by  the  government  of  the  Republic  of  Singapore; 
 WHEREAS,  the  FCCs  grant  of  the  applications  in  FCC  IB  Docket  No.  02-  286  may  be  made  subject  to  conditions  relating  to  national  security,  law  enforcement,  and  public  safety,  and 
 whereas  GCL,  New  GX  and  ST  Telemedia  have  agreed  to  enter  into  this  Agreement  with  the  FBI,  the  DOJ,  the  DOD  and  the  DHS  to  address  issues  raised  by  those  departme~  s  and  agencies 
 and  to  request  that  the  FCC  condition  the  transfer  of  control  approved  by  the  FCC  on  their  compliance  with  this  Agreement; 

 WHEREAS,  by  Executive  Order  12661,  the  President,  pursuant  to  Section  721  of  the  Defense  Production  Act,  as  amended,  authorized  the  Committee  on  Foreign  Investment  in  the 
 United  States  (  CFIUS)  to  review,  for  national  security  purposes,  foreign  acquisitions  of  U.  S.  companies; 

 WHEREAS,  GCL,  New  GX  and  ST  Telemedia  have  submitted  a  voluntary  notice  to  .  CFIUS  regarding  ST  Telemedias  proposed  investment  in  New  GX,  and  GCL,  New  GX  and  ST 
 Telemedia  have  entered  into  this  Agreement  to  resolve  any  national  security  issues  that  the  DOJ,  the  FBI,  the  DOD  and  the  DHS  might  raise,  including  in  the  CFIUS  review  process;  and 

 WHEREAS,  representatives  of  GCL,  New  GX  ,and  ST  Telemedia  have  met  with  representatives  of  the  FBI,  the  DOJ,  the  DOD  and  the  DHS  to  discuss  issues  raised  by  those 
 departments  and  agencies.  In  these  meetings,  GCL,  New  GX,  and  ST  Telemedia  represented  that:  (a)  they  have  no  present  plans,  and  are  not  aware  of  present  plans  of  any  other  entity,  that 
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 would  result  in  a  Domestic  Communications  Company  providing  Domestic  Communications  through  facilities  located  outside  the  United  States,  except  as  otherwise  provided  in  Section  2.1 
 of  this  Agreement,  (b)  ST  Telemedia  is  an  entity  whose  commercial  operations  are  wholly  separate  from  the  government  of  the  Republic  of  Singapore  and  whose  activities  are  overseen  by 
 independent  regulatory  authorities  in  Singapore,  (c)  no  government  has  or  will  have,  as  a  direct  or  indirect  shareholder  of  New  GX,  special  voting  or  veto  rights  concerning  the  actions  of  New 
 GX,  and  GCL  and  New  GX  are  aware  of  no  plans  the  result  of-  which  would  confer  special  voting  or  veto  rights  to  any  government,  and  (d)  except  as  otherwise  provided  in  Section  3.22, 
 there  are  no  present  plans,  and  GCL  and  New  GX  are  aware  of  no  present  plans  of  any  other  entity,  as  a  result  of  which  GCL  or  New  GX  will  provide,  direct,  control,  supervise  or  manage 
 Domestic  Communications  through  facilities  located  outside  the  United  States. 
 NOW  THEREFORE,  the  Parties  are  entering  into  this  Agreement  to  address  national 
 security,  law  enforcement  --  and  public  safety  issues.  __ 

 ARTICLE  1:  DEFINITION  OF  TERMS 

 As  used  in  this  Agreement: 
 1.1.  Call  Associated  Data  means  any  information  related  to  a  Domestic  Communication  or  related  to  the  sender  or  recipient  of  that  Domestic  Communication  and, 
 to  the  extent  maintained  by  a  Domestic  Communications  Company  in  the  normal  course  of  business,  includes  without  limitation  subscriber  identification,  called  party  number,  calling 
 party  number,  start  time,  end  time,  call  duration,  feature  invocation  and  deactivation,  feature  interaction,  registration  information,  user  location,  diverted  to  number,  conference  party 
 numbers,  post  cut-  through  dial  digit  extraction,  in-  band  and  out-  of-  band  signaling,  and  party  add,  drop  and  hold. 

 1.2.  Classified  Information  means  any  information  that  has  been  determined  pursuant  to  Executive  Order  12958,  or  any  predecessor  or  successor  order,  u  the  Atomic 
 Energy  Act  of  1954,  or  any  statute  that  succeeds  or  amends  the  Atomic  Energy  Act,  to  require  protection  against  unauthorized  disclosure. 

 1.3.  Control  and  Controls  means  the  power,  direct  or  indirect,  whether  or  not  exercised,  and  whether  or  not  exercised  or  exercisable  through  the  ownership  of  a  majority 
 or  a  dominant  minority  of  the  total  outstanding  voting  securities  of  an  entity,  or  by  proxy  voting,  contractual  arrangements,  or  other  means,  to  determine,  direct,  or  decide  matters 
 affecting  anentity;  in  particular,  but  without  limitation,  to  determine,  direct,  take,  reach,  or  cause  decisions  regarding: 

 (i)  the  sale,  lease,  mortgage,  pledge,  or  other  transfer  of  any  or  all  of  the  principal  assets  of  the  entity,  whether  or  not  in  the  ordinary  course  of  business; 
 (ii) 
 (iii) 

 the  dissolution  of  the  entity; 
 the  closing  and/  or  relocation  of  the  production  or  research  and  development  facilities  of  the  entity; 
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 (iv) 
 (v) 

 the  termination  or  nonfulfillment  of  contracts  of  the  entity; 
 the  amendment  of  the  articles  of  incorporation  or  constituent  agreement  of  the  entity  with  respect  to  the  matters  described  in  subsections  (i)  through  (iv)  above; 

 or 
 (vi)  New  GXs  and  GCLs  obligations  under  this  Agreement. 
 1.4.  Controlled  Unclassified  Information  means  unclassified  information,  the  export  of  which  is  controlled  by  the  International  Traffic  in  A  r  m  s  Regulations  (ITAR),  22  C.  F.  R. 

 ChapterI,  Subchapter  My  or  the  Export  Administration  Regulations  (EAR),  15  C.  F.  R.,  Chapter  VII,  Subchapter  C. 

 1.5.  1.2  143.  De  facto  and  lie  jure  control  have  the  meanings  provided  in  47  C.  F.  R. 
 1.6.  DHS  7  means  the  U.  S.  Department  of  Homeland  Security. 
 1.7.  DOD  -  means  the  US.  Department  of  Defense. 
 1.8.    m  means  the  US.  Department  of  Justice. 
 1.9.  Domestic  Communications  means  (i)  Wire  Communications  or  Electronic  Communications  (whether  stored  or  not)  from  one  US.  location  to  another  U.  S.  location 
 and  (ii)  the  U.  S.  portion  of  a  Wire  Communication  or  Electronic  Communication  (whether  stored  or  not)  that  originates  or  terminates  in  the  United  States. 

 1.10.  Domestic  Communications  Company  means  all  those  subsidiaries,  divisions,  departments,  branches,  other  components  of  New  GX  and  any  other  entity  over  which  New 
 GX  has  de  facto  or  de  jure  control  that  provide  Domestic  Communications.  If  any  subsidiary,  division,  department,  branch,  other  component  of  New  GX  or  any  other  entity 
 over  which  New  GX  has  de  facto  or  de  jure  control  provides  Domestic  Communications  after  the  date  that  all  the  Parties  execute  this  Agreement,  then  such  entity  shall  be  deemed 
 to  be  a  Domestic  Communications  Company.  If  any  Domestic  Communications  Company  enters  into  joint  ventures  under  which  a  joint  venture  or  another  entity  may  provide 
 Domestic  Communications,  and  if  a  Domestic  Communications  Company  has  the  power  or  authority  to  exercise  defacto  or  de  jure  control  over  such  entity,  then  New  GX  will  ensure 
 that  entity  shall  hlly  comply  with  the  terms  of  this  Agreement.  The  term  Domestic  Communications  Company  shall  not  include  acquisitions  by  New  GX  in  the  U.  S.  after  the 
 date  this  Agreement  is  executed  by  all  parties  only  if  the  DOJ,  FBI,  DOD  and  DHS  find  that  the  terms  of  this  Agreement  are  inadequate  to  address  national  security,  law  enforcement  or 
 public  safety  concerns  presented  by  that  acquisition  and  the  necessary  modifications  to  this  Agreement  cannot  be  reached  pursuant  to  Section  8.10  below.  Nothing  in  this  definition 
 shall  exempt  any  Domestic  Communications  Company  from  its  obligations  under  Section  5.3. 

 1.11.  Domestic  Communications  Infrastructure  means  (a)  transmission,  switching,  bridging  and  routing  equipment  (including  software  and  upgrades)  subject  to  control  by  a 
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 Domestic  Communications  Company  and  in  use  to  provide,  process,  direct,  control,  supervise  or  manage  Domestic  Communications,  and  (b)  facilities  and  equipment  in  use  by 
 or  on  behalf  of  a  Domestic  Communications  Company  that  are  physically  located  in  the  United  States;  or  (c)  facilities  in  use  by  or  on  behalf  of  a  Domestic  Communications 
 Company  to  control  the  equipment  described  in  (a)  and  (b)  above.  Domestic  Communications  Infrastructure  does  not  include  equipment  or  facilities  used  by  service 
 providers  that  are  not  Domestic  Communications  Companies  and  that  are: 
 (i)  interconnecting  communications  providers;  or 
 (ii)  providers  of  services  or  content  that  are 
 (A)  accessible  using  the  communications  services  of  Domestic  Communications  Companies,  and 

 available  in  substantially  similar  form  and  on  commercially  reasonable  terms  through  communications  services  of  companies  other  than  Domestic 
 Communications  Companies. 
 (6) 

 Domestic  Communications  Infrastructure  does  not  include  equipment  dedicated  to  the  termination  of  international  undersea  cables,  provided  that  such  equipment  is  utilized  solely  to 
 effectuate  the  operation  of  undersea  transport  network(  s)  outside  of  the  United  States  and  in  no  manner  controls  land-  based  transport  network@)  or  their  associated  systems  in  the  United 
 states. 
 1.12.  Purchase  Agreement  are  consummated.  Effective  Date  means  the  date  on  which  the  transactions  contemplated  by  the 

 1.13.  Electronic  Communication  has  the  meaning  given  it  in  18  U.  S.  C.  0  2510(  12). 
 1.14.  Electronic  Surveillance  means:  (a)  the  interception  of  wire,  oral,  or  electronic  communications  as  defined  in  18  U.  S.  C.  $0  2510(  4),  (I),  (2),  and  (12),  respectively,  and 

 electronic  surveillance  as  defined  in  50  U.  S.  C.  $  1801(  f);  (b)  access  to  stored  wire  or  electronic  communications,  as  referred  to  in  18  U.  S.  C.  0  2701  et  seq.;  (c)  acquisition  of 
 dialing,  routing,  addressing  or  signaling  information  through  pen  register  or  trap  and  trace  devices  or  other  devices  or  features  capable  of  acquiring  such  information  pursuant  to  law  as 
 defined  in  18  U.  S.  C.  $  3121  etseq.  and  50  U.  S.  C.  9  1841  et  seg.;  (d)  acquisition  of  location  related  information  concerning  a  service  subscriber  or  facility;  (e)  preservation  of  any  of  the 
 above  information  pursuant  to  18  U.  S.  C.  6  2703(  f);  and  (0  access  to,  or  acquisition  or  interception  of,  or  preservation  of  communications  or  information  as  described  in  (a) 
 through  (e)  above  and  comparable  State  laws. 
 1.15.  TF  means  the  Federal  Bureau  of  Investigation. 
 1.16.  means  n0rrU.  S.  Toreign  where  used  in  this  Agreement,  whether  capitalized  or  lower  case, 

 1.17.  GCL  -  means  Global  Crossing  Ltd.,  a  Bermuda  corporation. 
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 1.18.  Governmental  Authoritv    or  Governmental  Authorities  means  any  government,  or  any  governmental,  administrative,  or  regulatory  entity,  authority, 
 commission,  board,  agency,  instrumentality,  bureau,  or  political  subdivision,  and  any  court,  tribunal,  judicial,  or  arbitral  body. 

 1.19.  9nterceDt  or    Intercepted  has  the  meaning  defined  in  18  U.  S.  C.  2510(  4). 
 1.20.  LawfUl  U.  S.  Process  means  lawful  U.  S.  Federal,  state,  or  local  Electronic  Surveillance  or  other  court  orders,  processes,  or  authorizations  issued  under  U.  S.  Federal, 

 state,  or  local  law  for  physical  search  or  seizure,  production  of  tangible  things,  or  access  to  or  disclosure  of  Domestic  Communications  or  Call  Associated  Data,  including 
 Transactional  Data  or  Subscriber  Information. 
 1.21.  Network  Management  Information  means  network  management  operations  --p  ~a  n  s  ;-g  r  o  e  e  s  s  e  s  -d  ~r  o  e  e  d  u  r  e  s  ;.-t  h  e  ---~--- 

 linkages  (for  service  off  load  or  administrative  activities)  to  other  domestic  and  international  carriers,  ISPs  and  other  critical  infrastructures;  descriptions  of  IP  networks  and  operations 
 processes  and  procedures  for  management  control  a  d  relation  to  the  backbone  infiastructure(  s)  including  other  service  providers;  description  of  any  unique/  proprietary 
 control  mechanisms  as  well  as  operating  and  administrative  software;  and  network  performance  information. 

 1.22.  subsidiaries  and  affiliates.  New  GX  means  GC  Acquisition  Limited,  a  Bermuda  corporation,  and  its 
 1.23.  New  GX  Board  means  the  board  of  directors  of  New  GX 
 1.24.  OPM  means  the  Office  of  Personnel  Management  of  the  U.  S.  Government. 
 1.25.  Party  and  Parties  have  the  meanings  given  them  in  the  Preamble. 
 1.26.  not  involve  a  substantial  change  in  ownership  or  control  as  provided  by  the  FCCs  Rules.  Pro  forma  assignments  or  bra  forma  transfers  of  control  are  transfers  that  do 

 1.27.  Purchase  Agreement  has  the  meaning  given  in  the  Recitals. 
 1.28.  Security  Committee  means  a  committee  of  the  New  GX  Board  the  mandate  of  which  is  to  oversee  security  matters  and  implementation  of  this  Agreement  within 

 New  GX. 
 1.29.  !  3ecuritv  Director  has  the  meaning  given  in  Section  3.15. 
 1.30.  Security  Officer  has  the  meaning  given  in  Sections  3.10  and  3.13. 
 1.31.  Sensitive  Information  means  information  that  is  not  Classified  Information  regarding  (a)  the  persons  or  facilities  that  are  the  subjects  of  Lawhl  U.  S.  Process,  (b)  the 

 identity  of  the  government  agency  or  agencies  serving  such  Lawfbl  U.  S.  Process,  (c)  the  location  or  identity  of  the  line,  circuit,  transmission  path,  or  other  facilities  or  equipment 
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 used  to  conduct  Electronic  Surveillance  pursuant  to  Lawfbl  U.  S.  Process,  (d)  the  means  of  carrying  out  Electronic  Surveillance  pursuant  to  Lawfbl  US.  Process,  (e)  the  type(  s)  of 
 service,  telephone  number(  s),  records,  communications,  or  facilities  subjected  to  Lawful  U.  S.  Process,  (f  )  information  deemed  to  be  Sensitive  Information  pursuant  to  Executive 
 Order,  decision  or  guidelines,  and  (g)  other  information  that  is  not  Classified  Information  designated  in  writing  by  an  authorized  official  of  a  Federal,  state  or  local  law  enforcement 
 agency  or  a  U.  S.  intelligence  agency  as  Sensitive  Information.  .    Domestic  Communications  Companies  may  dispute  pursuant  to  Article  4  whether  information  is 
 Sensitive  Information  under  this  subparagraph.  Such  information  shall  be  treated  as  Sensitive  Information  unless  and  until  the  dispute  is  resolved  in  the  Domestic 
 Communications  Companies  favor. 
 1.32.  ST  Telemedia  has  the  meaning  given  in  the  Preamble. 
 --  n  f  c  m  m  t  i  i  n  r  P  n  e  a  n  s  ~~~~t  r  ~~e  r  s  or 

 customers  of  Domestic  Communications  Companies  of  the  type  referred  to  and  accessible  subject  to  procedures  specified  in  18  U.  S.  C.  Q  2703(  c)  or  (d)  or  18  U.  S.  C.  Q 

 2709.  Such  information  shall  also  be  considered  Subscriber  Information  when  it  is  sought  pursuant  to  the  provisions  of  other  Lawful  U.  S.  Process. 

 1.34. 
 (0 

 (ii) 

 (iii) 
 (iv) 

 Transactjonal  Data  means: 
 call  identifying  information,,    as  defined  in  47  U.  S.  C.  Q  1001(  2),  including  without  limitation  the  telephone  number  or  similar  identifjring  designator 

 associated  with  a  Domestic  Communication; 
 any  information  possessed  by  a  Domestic  Communications  Company  relating  specifically  to  the  identity  and  physical  address  of  a  customer  or  subscriber,  or 

 account  payer,  or  the  end-  user  of  such  customer  or  subscriber,  or  account  payer,  or  associated  with  such  person  relating  to  all  telephone  numbers,  domain  names, 
 IP  addresses,  Uniform  Resource  Locators  (  URLs),  other  identifyrng  designators,  types  of  services,  length  of  service,  fees,  usage  including  billing 
 records  and  connection  logs,  and  the  physical  location  of  equipment,  if  known  and  if  different  from  the  location  information  provided  under  (iv)  below; 

 the  time,  date,  size  or  volume  of  data  transfers,  duration,  domain  names,  MAC  or  IP  addresses  (including  source  and  destination),  URLs,  port  numbers,  packet 
 sizes,  protocols  or  services,  special  purpose  flags,  or  other  header  information  or  identifying  designators  or  characteristics  associated  with  any  Domestic 
 Communication;  and 
 as  to  any  mode  of  transmission  (including  mobile  transmissions),  and  to  the 
 extent  permitted  by  U.  S.  laws,  any  information  indicating  as  closely  as  possible  the  physical  location  to  or  from  which  a  Domestic  Communication  is 

 transmitted. 
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 The  term  includes  all  records  or  other  information  of  the  type  referred  to  and  accessible  subject  to  procedures  specified  in  18  U.  S.  C.  5  2703(  c)(  l)  and  (d),  but  does  not  include  the 
 content  of  any  communication. 
 1.35.  United  States,  VU,  or  m  means  the  United  States  of  America  including  all  of  its  States,  districts,  tenitones,  possessions,  commonwealths,  and  the  special  maritime 

 and  territorial  jurisdiction  of  the  United  States. 
 1.36.  Wire  Communication  has  the  meaning  given  it  in  18  U.  S.  C.  6  25100). 
 1.37.  Other  Definitional  Provisions.  Other  capitalized  terms  used  in  t  h  i  s  Agreement  and  not  defined  in  this  Article  shall  have  the  meanings  assigned  them  elsewhere  in  this 

 Agreement.  The  definitions  in  this  Agreement  are  applicable  to  the  singular  as  well  as  the  plural  forms  of  such  terms  and  to  the  masculine  as  well  as  to  the  feminine  and  neuter 
 pgc  uers  wf-  such-  term3Vhenever-  the  words  indude;~  n~~  di~~  s~~~-----  this  Agreement,  they  shall  be  deemed  to  be  followed  by  the  words  without  limitation. 

 ARTICLE  2:  FACILITIES,  INFORMATION  STORAGE  AND  ACCESS 
 2.1.  Domestic  Communications  Infrastructure.  Except  to  the  extent  and  under  conditions  concurred  in  by  the  FBI,  DOJ,  DOD,  and  DHS  in  Writing: 

 (0 

 (ii) 

 (iii) 

 all  Domestic  Communications  Infrastructure  that  is  owned,  operated  or  controlled  by  a  Domestic  Communications  Company  shall  at  all  times  be 
 located  in  the  United  States  and  will  be  directed,  controlled,  supervised  and  managed  by  a  Domestic  Communications  Company;  and 

 all  Domestic  Communications  that  are  carried  by  or  through,  in  whole  or  in  part,  the  Domestic  Communications  Infrastructure  shall  pass  through  a  facility  under 
 the  control  of  a  Domestic  Communications  Company  and  physically  located  in  the  United  States,  from  which  Electronic  Surveillance  can  be  conducted 
 pursuant  to  Lawful  U.  S.  Process.  The  Domestic  Communications  Company  will  provide  technical  or  other  assistance  to  facilitate  such  Electronic 
 Surveillance. 
 foreign  connections  to  the  domestic  Global  Crossing  network  shall  k  on  a  gateway  basis  using  industry  best  practices  (i.  e.,  both  signaling  and  traffic  shall 

 be  monitored  for  unauthorized  access,  network  intrusions  and  other  malicious  activity).  Such  practices  will  be  jointly  determined  by  New  GX  and  the  FBI, 
 DOJ,  DOD  a  d  DHS. 
 2.2.  Compliance  with  Lawhl  US.  Process.  Domestic  Communications  Companies  shall  take  all  practicable  steps  to  configure  their  Domestic  Communications  Infrastructure  to 

 be  capable  of  complying,  and  Domestic  Communications  Company  employees  in  the  United  States  will  have  unconstrained  authority  to  comply,  in  an  effective,  efficient,  and  unimpeded 
 fashion,  with: 
 (i)  Lawll  U.  S.  Process; 
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 (ii) 

 (iii) 
 the  orders  of  the  President  in  the  exercise  of  hisher  authority  under  $  706  of  the  Communications  Act  of  1934,  as  amended,  47  U.  S.  C.  $  606,  and  under  6  302(  e) 
 of  the  Aviation  Act  of  1958,49  U.  S.  C.  0  40107(  b)  and  Executive  Order  11  161  (as  amended  by  Executive  Order  11382);  and 

 National  Security  and  Emergency  Preparedness  rules,  regulations  and  orders  issued  pursuant  to  the  Coinmunications  Act  of  1934,  as  amended,  47  U.  S.  C.  9 
 15  1  et  seq. 
 2.3.  Information  Storage  and  Access.  Domestic  Communications  Companies  shall  store  exclusively  in  the  United  States  the  following: 

 (i)  stored  Domestic  Communications,  if  such  communications  are  stored  by  or  on  behalf  of  a  Domestic  Communications  Company  for  any  reason; 
 any  Wire  Communications  or  Electronic  Communications  (including  any  other  type  of  wire,  voice  or  electronic  communication  not  covered  by  the  definitions 
 of  Wire  Communication  or  Electronic  Communication)  received  by,  intended  to  be  received  by,  or  stored  in  the  account  of  a  customer  or  subscriber  of  a 
 Domestic  Communications  Company,  if  such  communications  are  stored  by  or  on  behalf  of  a  Domestic  Communications  Company  for  any  reason; 

 Transactional  Data  and  Call  Associated  Data  relating  to  Domestic  Communications,  if  such  data  are  stored  by  or  on  behalf  of  a  Domestic 
 Communications  Company  for  any  reason; 
 Subscriber  Information,  if  such  information  is  stored  by  or  on  behalf  of  a  Domestic  Communications  Company  for  any  reason,  concerning  customers  who 

 are  U.  S.-  domiciled,  customers  who  hold  themselves  out  as  being  U.  S.-  domiciled,  and  customers  who  make  a  Domestic  Communication; 

 billing  records  of  customers  who  are  U.  S.-  domiciled,  customers  who  hold  themselves  out  as  being  U.  S.-  domiciled,  and  customers  who  make  a  Domestic 
 Communication,  for  so  long  as  such  records  are  kept  and  at  a  minimum  for  as  long  as  such  records  are  required  to  be  kept  pursuant  to  applicable  U.  S.  law  or 

 this  Agreement;  and 
 Network  Management  Information. 
 Billing  Records.  Domestic  Communications  Companies  shall  store  for  at  least  18  months  all  billing  records  described  in  Section  2.3(  v)  above.  Nothing  in  this  paragraph  shall 

 require  a  Domestic  Communications  Company  to  store  such  records  for  longer  than  18  months. 

 2.5.  Storage  Pursuant  to  18  U.  S.  C.  4  2703(  Q.  Upon  a  request  made  pursuant  to  18  U.  S.  C.  $  2703(  f)  by  a  Governmental  Authority  in  the  United  States  to  preserve  any 
 information  in  the  possession,  custody,  or  control  of  Domestic  Communications  Companies 
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 that  is  enumerated  in  Section  2.3  above,  Domestic  Communications  Companies  shall  store  such  information  in  the  United  States. 

 2.6.  Compliance  with  U.  S.  Law.  Nothing  in  this  Agreement  shall  excuse  a  Domestic  Communications  Company  from  any  obligation  it  may  have  to  comply  with  U.  S.  legal 
 requirements  for  the  retention,  preservation,  or  production  of  such  information  or  data.  Similarly,  in  any  action  to  enforce  Lawful  U.  S.  Process,  Domestic  Communication 
 Companies  have  not  waived  any  legal  right  they  might  have  to  resist  such  process. 
 2.7.  Routing  of  Domestic  Communications.  Except  for  routing  of  traffic  (i)  to  U.  S.  states,  territories  and  possessions  outside  the  Continental  United  States,  (ii)  to  avoid  network 

 disruptions,  (iii)  consistent  with  least-  cost  routing  practices  that  are  implemented  pursuant  to  policies  reviewed  and  approved  by  the  third-  party  auditor  selected  pursuant  to  Section  5.8  of 
 this  Agreement,  and  (iv)  as  otherwise  may  be  agreed  by  the  DOJ,  the  FBI,  DOD  and  the  Domestic  Commumcati53-  Companies  shall  not  route  Uomestic  Communications 
 outside  the  United  States. 
 -I_ 

 2.8.  Interconnection  Arrangements  with  ST  Telemedia  and  Subsidiaries.  Interconnection  arrangements  between  Domestic  Communications  Companies,  on  the  one 
 hand,  and  ST  Telemedia  and  its  subsidiaries,  on  the  other  hand,  shall  be  on  an  arms  length  basis. 

 2.9.  CPNI.  Domestic  Communications  Companies  shall  comply,  with  respect  to  Domestic  Communications,  with  all  applicable  FCC  rules  and  regulations  governing  access 
 to  and  storage  of  Customer  Proprietary  Network  Information  (  CPNI),  as  defined  in  47  U.  S.  C.  0  222(  h)(  1). 

 2.10.  Storage  of  Protected  Information  The  storage  of  Classified,  Controlled  Unclassified,  and  Sensitive  Information  by  a  Domestic  Communications  Company  or  its 
 contractors  at  any  location  outside  of  the  United  States  is  prohibited,  unless  the  storage  is  at  a  U.  S.  military  facility,  a  U.  S.  Embassy  or  Consulate  or  other  location  occupied  by  a  U.  S. 
 government  organization. 
 2.1  1.  Agreement,  New  GX  will  provide  to  the  FBI,  DOJ,  DHS  and  DOD  a  comprehensive 

 description  of  the  New  GX  domestic  telecommunications  network  to  include  location  of  servers,  routers,  switches,  operational  systems  software,  and  network  security  appliances 
 and  software. 

 Network  Topography..  No  later  that  30  days  after  the  Effective  Date  of  this 

 ARTICLE  3:  SECURITY 
 3.1.  Measures  to  Prevent  Improper  Use  or  Access.  Domestic  Communications  Companies  shall  take  all  reasonable  measures  to  prevent  the  use  of  or  access  to  the 

 Domestic  Communications  Infraskcture  to  conduct  Electronic  Surveillance,  or  to  obtain  or  disclose  Domestic  Communications,  Classified  Information,  Sensitive  Information,  or 
 Controlled  Unclassified  Information,  in  violation  of  any  U.  S.  Federal,  state,  or  local  laws  or  the  terms  of  this  Agreement.  These  measures  shall  include  creating  and  complying  with 
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 detailed  technical,  organizational,  operational,  and  personnel  controls,  policies  and  written  procedures,  necessary  implementation  plans,  and  physical  security  measures. 

 3.2.  GX  shall  adopt  and  implement  a  visitation  policy  for  Domestic  Communications 
 Companies,  for  all  visits  to  Domestic  Communications  Infrastructure.  New  GX  will  consult  with  DOJ,  DHS  and  DOD  on  the  design  and  implementation  of  its  visitation  policy.  The 
 visitation  policy  shall  differentiate  between  categories  of  visits  based  on  the  sensitivity  of  the  information,  equipment  and  personnel  to  which  the  visitors  will  have  access  The 
 visitation  policy  shall  require  that: 

 Visitation  Policy,  No  later  than  ninety  (90)  days  after  the  Effective  Date,  New 

 the  Secwity  Officer  shall  review  and  approve  or  disapprove  requests  for  visits  to  Domestic  Communications  Infrastructure  (provided  that,  with  respect  to 
 camer  hotels  and  other  shared  facilities,  this  policy  will  apply  solely  b  the  p  -o  r  t  i  ~~~a  ~~~~-o 
 organizations  and  entities,.  The  Security  Officer  shall  approve  or  deny  visit  requests  on  the  basis  of  their  compliance  with  the  visitation  policy;  the  Security 
 Officer  may  specifically  deny  any  visit  request  on  security  or  related  grounds,  which  grounds  will  be  described  more  fully  in  the  visitation  policy. 

 a  written  request  for  approval  of  a  visit  must  be  submitted  to  the  Security  Officer  no  less  than  seven  (7)  days  prior  to  the  date  of  the  proposed  visit.  If  a 
 written  request  cannot  be  provided  within  seven  (7)  days  of  the  proposed  visit  because  of  an  unforeseen  exigency,  the  reguest  may  be  communicated  via 
 telephone  to  the  Security  Officer  and  immediately  confirmed  in  writing;  however,  the  Security  Officer  may  refbse  to  accept  any  request  submitted  less 
 than  seven  (7)  days  prior  to  the  date  of  such  proposed  visit  if  the  Security  Officer  determines  that  there  is  insufficient  time  to  consider  the  request. 

 the  exact  purpose  and  justification  for  the  visit  must  be  set  forth  in  detail  sufficient  to  enable  the  Security  Officer  to  make  an  informed  decision 
 concerning  the  appropriateness  of  the  proposed  visit,  and  the  Security  Officer  may  refuse  to  accept  any  request  that  he  or  she  believes  lacks  sufficient 
 information.  Each  proposed  visit  and  each  individual  visitor  must  be  justified  and  a  separate  approval  request  must  be  submitted  for  each  visit. 

 the  Security  Officer  evaluate  the  request  as  soon  as  practicable  after  receiving  it.  The  Security  Officer  may  approve  or  disapprove  the  request  pending  submittal 
 of  additional  information  by  the  requester.  When  practicable,  the  Security  Officer's  decision  shall  be  communicated  to  the  requester  by  any'means  at  least 
 one  (1)  day  prior  to  the  date  of  the  proposed  visit,  and,  in  all  cases,  the  decision  shall  be  confirmed  in  writing  as  promptly  as  possible. 

 a  record  of  all  such  visit  requests,  including  the  decision  to  approve  or  disapprove,  and  information  regarding  consummated  visits,  such  as  date  and 
 place,  as  well  as  the  names,  business  affiliation  and  dates  of  birth  of  the  visitors,  and  New  GX  personnel  involved,  be  maintained  by  the  Security  Officer.  In 
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 addition,  a  chronological  file  of  all  documentation  associated  with  such  visits,  together  with  records  of  approvals  and  disapprovals,  shall  be  maintained  for  two 
 (2)  years  by  the  Security  Oficer  for  provision  at  the  request  of  the  third  party  auditor  identified  pursuant  to  Section  5.8  below,  or  of  the  DOJ,  FBI,  DOD  or 
 DHS  . 
 (vi)  visitors  be  escorted  at  all  times  by  an  employee,  and  within  conditions,  including  appropriate  restrictions  on  access,  set  forth  by  the  Security  Officer 
 that  are  commensurate  with  the  place  and  purpose  of  the  visit. 

 The  parties  may  agree  in  the  visitation  policy  that  certain  visits  of  a  routine  and  nonsensitive  nature  are  exempt  from  one  or  more  of  the  requirements  above. 
 e  c  o  r  d  s  -o  f  ~o  m  m  u  n  i  c  a  ~~~~s  ~i  ~-N  ~~-~~S  ;-~t  i  z  e  n  s  a  n  d  ~~n  -~S  ~~~t  i  ~~~~~~~-----  -  -  GX  shall  maintain  a  full  and  complete  record  of  every  electronic  or  written  communication 
 by  the  New  GX  directors,  officers,  employees  and  agents,  with  ST  Telemedia  directors,  officers,  employees  and  agents  (including  the  names,  business  affiliations,  and  substance  of 
 the  communications  )  that  are  related  to  interconnection  agreements,  Security  Procedures  and  Policy,  as  well  as  major  equipment  purchases  outlined  in  section  3.18,  and  Joint  Venture 
 provisions  outlined  in  section  5.3,  relating  to  Domestic  Communications  Companies.  These  records  shall  be  maintained  for  a  period  of  five  (5  )  years  by  the  Security  Officer  for 
 provision  at  the  request  of  the  third  party  auditor  identified  pursuant  to  Section  5.8  below,  or  of  the  DOD,  DOJ,  FBI  or  DHS. 

 3.4.  Access  by  Foreiffn  Government  Authority.  Domestic  Communications  Companies  shall  not,  directly  or  indirectly,  disclose  or  permit  disclosure  of,  or  provide 
 access  to  Domestic  Communications,  Call  Associated  Data,  Transactional  Data,  or  Subscriber  Information  stored  by  Domestic  Communications  Companies  to  any  person  if 
 the  purpose  of  such  access  is  to  respond  to  the  legal  process  or  the  request  of  or  on  behalf  of  a  foreign  government,  identified  representative,  component  or  subdivision  thereof  without 
 the  express  written  consent  of  the  DOJ  or  the  authorization  of  a  court  of  competent  jurisdiction  in  the  United  States.  Any  such  requests  or  submission  of  legal  process 
 described  in  this  Section  3.4  of  this  Agreement  shall  be  reported  to  the  DOJ  as  soon  as  possible  and  in  no  event  later  than  five  (5  )  business  days  after  such  request  or  legal  process 
 is  received  by  and  known  to  the  Security  Officer.  Domestic  Communications  Companies  shall  take  reasonable  measures  to  ensure  that  the  Security  Officer  will  promptly  learn  of  all 
 such  requests  or  submission  of  legal  process  described  in  this  Section  3.4  of  this  Agreement. 
 3.5.  Disclosure  to  Foreim  Government  Authorities.  Domestic  Communications  Companies  shall  not,  directly  or  indirectly,  disclose  or  perrnit  disclosure  of,  or  provide 
 access  to: 

 (i)  Classified,  Sensitive,  or  Controlled  Unclassified  Informatioq  or 
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 (ii)  Subscriber  Information,  Transactional  Data  or  Call  Associated  Data,  including  a  copy  of  any  Wire  Communications  or  Electronic  Communication,  intercepted  or 
 acquired  pursuant  to  Lawful  U.  S.  Process 
 to  any  foreign  government,  identified  representative,  component  or  subdivision  thereof  without  satisfying  all  applicable  U.  S.  Federal,  state  and  local  legal  requirements  pertinent 

 thereto,  and  obtaining  the  express  written  consent  of  the  DOJ  or  the  authorization  of  a  court  of  competent  jurisdiction  in  the  United  States.  Any  requests  or  any  legal  process  submitted 
 by  a  foreign  government,  an  identified  representative,  a  component  or  subdivision  thereof  to  Domestic  Communications  Companies  for  the  communications,  data  or  information 
 identified  in  this  Section  3.5  of  this  Agreement  that  is  maintained  by  Domestic  Communications  Companies  shall  be  referred  to  the  DOJ  as  soon  as  possible  and  in  no 
 event  later  than  five  (5  )  business  days  after  such  request  or  legal  process  is  received  by  and  known  to  the  Security  Officer  unless  the  disclosure  of  the  request  or  legal  process  would  be 
 nited-  States.  in  vioiation  of  an  o  r  d  m  a  c  o  w  of  cornp--  Domestic  Communications  Companies  shall  take  reasonable  measures  to  ensure  that  the 
 Security  Officer  will  promptly  learn  of  all  such  requests  or  submission  of  legal  process  described  in  this  Section  3.5. 

 ....  .. 

 3.6.  Notification  of  Access  or  Disclosure  Requests  fiom  Foreim  Non-  Governmental  Entities.  Within  ninety  (90)  days  of  receipt,  Domestic  Communications  Bmpanies  shall 
 notify  DOJ  in  writing  of  legal  process  or  requests  by  foreign  nongovernmental  entities  to  Domestic  Communications  Companies  for  access  to  or  disclosure  of  Domestic 
 Communications  unless  the  disclosure  of  the  legal  process  or  request  would  be  in  violation  of  an  order  of  a  court  of  competent  jurisdiction  within  the  United  States. 

 3.7.  Security  of  L  a  h  l  U.  S.  Process.  Domestic  Communications  Companies  shall  protect  the  confidentiality  and  security  of  all  Lawful  U.  S.  Process  served  upon  them  and  the 
 confidentiality  and  security  of  Classified,  Sensitive,  and  Controlled  Unclassified  Information  in  accordance  with  U.  S.  Federal  and  state  law  or  regulation  and  this  Agreement. 
 Information  concerning  Lawful  U.  S  .  Process,  Classified  Information,  Sensitive  Infomation,  or  Controlled  Unclassified  Information  shall  be  under  the  custody  and  control  of  the 
 Security  Officer. 
 3.8.  Points  of  Contact  Within  fourteen  (14)  days  after  the  Effective  Date,  Domestic  Communications  Companies  shall  designate  in  writing  to  the  FBI,  DOJ,  DOD  and  DHS  at 

 least  three  nominees  already  holding  U.  S.  security  clearances,  or  who  are  eligible  to  receive  such  clearances  and  whose  applications  for  such  clearances  have  been  submitted  to  DOD,  to 
 serve  as  a  primary  and  two  secondary  points  of  contact  within  the  United  States  with  the  authority  and  responsibility  for  accepting  and  overseeing  the  carrying  out  of  Lawful  U.  S. 
 Process.  The  points  of  contact  shall  be  assigned  to  Domestic  Communications  Companies  office(  s)  in  the  United  States,  shall  be  available  twentyfour  (24)  hours  per  day,  seven  (7) 
 days  per  week  and  shall  be  responsible  for  accepting  service  and  maintaining  the  security  of  Classified,  Sensitive,  and  Controlled  Unclassified  Information  and  any  La-  U.  S.  Process 
 in  accordance  with  the  requirements  of  U.  S.  law  and  this  Agreement.  Promptly  after  designating  such  points  of  contact,  Domestic  Communications  Companies  shall  notify  the 
 FBI,  DOJ,  DOD  and  DHS  in  writing  of  the  points  of  contact,  and  thereafter  shall  promptly 
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 notify  the  FBI,  DOJ,  DOD  and  DHS  of  any  change  in  such  designation.  The  points  of  contact  shall  be  resident  US.  citizens  who  hold  US.  security  clearances  (which  may  include 
 interim  security  clearances),  as  outlined  in  Executive  Order  12968,  and  shall  serve  as  points  of  contact  for  new  Domestic  Communications  Companies  unless  and  Until  the  FBI,  DOJ, 
 DOD  and  DHS  are  notified  of  any  change  in  designation.  Domestic  Communications  Companies  shall  cooperate  with  any  request  by  a  Government  Authority  within  the  United 
 States  that  a  background  check  andor  security  clearance  process  be  completed  for  a  designated  point  of  contact. 

 3.9.  document,  implement,  and  maintain  an  information  security  plan  to:  Information  Security  Plan  Domestic  Communications  Companies  shall  develop, 

 (i)  maintain  appropriately  secure  facilities  (e.  g.,  offices)  within  the  United  States  for  the  handling  and  storage  of  any  Classified,  Sensitive  or  Controlled  Unclassified 
 1TifOrmatim;-  --  .__  I___---  - 
 take  appropriate  measures  to  prevent  unauthorized  access  to  data  or  facilities  that  might  contain  Classified,  Sensitive,  or  Controlled  Unclassified  Information; 

 assign  US.  citizens  to  positions  for  which  screening  is  contemplated  pursuant  to  Section  3.12; 
 upon  request  from  the  DOJ,  FBI,  DOD  or  DHS,  provide  the  name,  social  security  number  and  date  of  birth  of  each  person  who  regularly  handles  or  deals 
 with  Sensitive  Information; 
 require  that  personnel  handling  Classified  Information  shall  have  been  granted  appropriate  security  clearances  pursuant  to  Executive  Order  12968; 

 provide  that  the  points  of  contact  described  in  Section  3.8  of  this  Agreement  shall  have  sufficient  authority  over  any  of  Domestic  Communications 
 Companies  employees  who  may  handle  Classified,  Sensitive,  or  Controlled  Unclassified  Information  to  maintain  the  confidentiality  and  security  of  such 
 information  in  accordance  with  applicable  U.  S.  legal  authority  and  the  terms  of  this  Agreement; 

 ensure  that  the  disclosure  of  or  access  to  Classified,  Sensitive,  or  Controlled  Unclassified  Information  is  limited  to  those  who  have  the  appropriate  security 
 clearances  and  authority; 
 establish  a  formal  incident  response  capability  with  reference  to  OMB  Circular  A-  130  and  NIST  Special  Publications  800-  3,800-  18  and  800-  47;  and 

 identify  the  types  of  positions  that  require  screening  pursuant  to  Section  3.12,  the  required  rigor  of  such  screening  by  type  of  position,  and  the  criteria  by 
 which  Domestic  Communications  Companies  will  accept  or  reject  screened  persons  (  Screened  Personnel). 
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 3.10.  Security  Officer  Responsibilities  md  Duties.  The  Head  of  Global  Security  of  New  GX,  or  a  designee  in  a  direct  reporting  relationship  with  the  Head  of  Global  Security, 
 shall  serve  as  the  Security  Officer  with  the  primary  responsibility  for  ensuring  compliance  with  the  Domestic  Communications  Companies  obligations  under  Article  3  and  Sections 
 5.2,  5.5,  5.6,  5.7,  5.1  1,  and  5.12  of  this  Agreement,  and  shall  have  the  qualifications  set  forth  in  Section  3.13.  Within  thirty  (30)  days  after  the  Effective  Date,  New  GX  shall  notify  the 
 DOJ,  FBI,  DOD  and  DHS  of  the  identity  of  the  Security  Officer. 
 3.1  1.  Disclosure  of  Protected  Data.  In  carrying  out  the  responsibilities  set  forth  in  Section  3.10,  the  Security  Officer  shall  not  directly  or  indirectly  disclose  information 
 concerning  Lawfid  U.  S.  Process,  Chssified  Information,  Sensitive  Information,  or  Controlled  Unclassified  Information  to  any  third  party  or  to  any  officer,  director, 
 shareholder,  employee,  agent,  or  contractor  of  New  GX  or  any  Domestic  Communications 
 respect  to  the  Security  Officer,  except  to  a  Security  Director  (i)  consistent  with  the  Security  Officers  or  the  Security  Committees  duties  or  (ii)  to  the  extent  required  to  comply  with 
 this  Agreement,  unless  disclosure  has  been  approved  by  prior  written  consent  obtained  from  the  FBI,  DOJ,  DOD  or  DHS  or  there  is  an  official  need  for  disclosure  of  the  information  in 
 order  to  lidfill  an  obligation  consistent  with  the  purpose  for  which  the  information  is  collected  or  maintained. 

 3  -12.  Screening  of  Personnel.  Each  Domestic  Communications  Company  shall  implement  a  thorough  screening  process  through  a  reputable  third-  party  to  ensure  that  all 
 personnel  whose  position  involves  access  to  the  Domestic  Communications  Infrastructure  that  enables  those  persons  to  monitor  the  content  of  Wire  or  Electronic  Communications 
 (including  in  electronic  storage)  or  to  have  access  to  Transactional  Data,  Call  Associated  Data  or  Subscriber  Infomation,  persons  who  have  access  to  Sensitive  Information,  and 
 security  personnel  meet  personnel  screening  requirements  agreed  to  by  New  GX,  DOJ,  the  FBI,  DOD  and  DHS.  The  screening  process  undertaken  pursuant  to  this  Section  shall 
 follow  the  guidance  to  U.  S.  government  agencies  for  screening  civilian  Federal  employees  in  Executive  Order  10450,  and  shall  specifically  include  a  background  and  financial 
 investigation,  an  additional  criminal  record  check,  and  a  review  of  at  least  three  references.  Newly  hired  personnel  will  also  be  required  to  sign  a  nomdisclosure  agreement  approved  in 
 advance  by  DOJ,  FBI,  DOD  and  DHS. 

 Company,  including  those  who  serve  in  a  supervisory,  managerial  or  officer  role  with  __-- 

 (i)  New  GX  shall  consult  with  DOJ,  the  FBI,  DOD  and  DHS  on  the  screening  procedures  utilized  by  the  reputable  third  party  and  shall  provide  to  DOJ,  FBI, 
 DOD  and  DHS  a  list  of  the  positions  subject  to  screening.  New  GX  shall  utilize  the  criteria  identified  pursuant  to  Section  3.9  (ix)  to  screen  personnel,  shall 

 report  the  results  of  such  screening  on  a  regular  basis  to  the  Security  Committee,  and  shall,  upon  request,  provide  to  the  investigations  services  of 
 the  DOJ,  the  FBI,  DOD  and  DHS  or,  in  the  alternative,  to  the  investigations  service  of  OPM,  all  the  information  it  collects  in  its  screening  process  of  each 
 candidate.  Candidates  for  these  positions  shall  be  informed  that  the  information  collected  during  the  screening  process  may  be  provided  to  the  U.  S.  government, 
 and  the  candidates  shall  consent  to  the  sharing  of  this  infomation  with  the  U.  S.  government. 
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 (ii) 

 (iii) 
 If  the  DOJ,  the  FBI,  DOD  or  DHS  so  desires,  it  may  on  its  own,  or  through  OPM's  investigations  service,  conduct  M  e  r  background  checks  for  Screened 
 Personnel.  New  GX  will  cooperate  with  any  U.  S.  government  agency  undertaking  any  such  hrther  background  checks. 

 Individuals  who  are  rejected  by  the  DOJ,  the  FBI,  DOD  or  DHS  for  the  screening  requirements  agreed  to  pursuant  to  this  Section  3.12  of  this 
 Agreement  will  not  be  hired  or,  if  they  have  begun  their  employment,  will  be  immediately  removed  from  their  positions  or  otherwise  have  their  duties 
 immediately  modified  so  that  they  are  no  longer  performing  a  function  that  would  require  screening  under  this  Section.  New  GX  will  notifjl  the  DOJ,  the 
 FBI,  DOD  and  DHS  of  the  transfer,  departure,  or  job  modification  of  any  individual  reiected  as  a  result  of  the  screening  conducted  pursuant  to  this 

 ---  Section  3.12-  of  this  Agreement  within  seven  (7)  days  of  such  transfer  or  -d  e  p  a  r  t  u  r  e  ,  a  n  d  3  i  ~F  t  h  i  ~J  ,  the  FBl,  UUU  and  D  H  S  u  r  l  t  h  e  name,, 
 date  of  birth  and  social  security  number  of  such  individual. 

 (iv)  New  GX  shall  provide  training  programs  to  instruct  Screened  Personnel  as  to  their  obligations  under  the  Agreement  and  the  maintenance  of  their 
 trustworthiness  determination  or  requirements  otherwise  agreed.  New  GX  shall  monitor  on  a  regular  basis  the  status  of  Screened  Personnel,  and  shall  remve 
 personnel  who  no  longer  meet  the  Screened  Personnel  requirements. 
 New  GX  shall  maintain  records  relating  to  the  status  of  Screened  Personnel,  and  shall  provide  these  records,  upon  request,  to  the  DOJ,  FBI,  DOD,  DHS  or  any 

 third  party  auditor  appointed  under  the  terms  of  Section  5.8  below. 
 (v) 

 3.13.  Qualification  of  Principal  Network  and  Securitv  OMicers.  New  GX  shall  employ  a  Head  of  Network  Operations  and  a  Head  of  Global  Security  for  Domestic 
 Communications  Companies.  Within  thirty  (30)  days  after  the  Effective  Date,  New  GX  shall  notify  the  DOJ,  FBI,  DOD  and  DHS  of  the  identities-  of  the  Head  of  Network 
 Operations  and  the  Head  of  Global  Security.  The  Head  of  Network  Operations  and  the  Head  of  Global  Security,  and  any  designee  of  the  Head  of  Global  Security  who  serves  as  the 
 Security  Officer  under  Section  3.10,  shall  be  resident  citizens  of  the  United  States  who,  if  not  already  in  possession  of  U.  S.  security  clearances,  shall  apply  for  U.  S.  security  clearances 
 pursuant  to  Executive  Order  12968  immediately  upon  their  appointment;  who  are  subject  to  the  screening  requirements  of  Section  3.12  of  this  Agreement;  and  whose  appointment  to  the 
 position  is  not  objected  to  by  the  DOJ,  the  FBI,  DOD  and  DHS  within  ten  (10)  days  of  receiving  notice  thereof.  If  the  Head  of  Network  Operations,  the  Head  of  Global  Security, 
 or  any  designee  of  the  Head  of  Global  Security  who  serves  as  the  Security  Officer  under  Section  3.10,  does  not  already  possess  a  U.  S.  security  clearance,  he  or  she  may  nevertheless 
 serve  in  that  position,  sdject  to  DOJ,  FBI,  DOD  and  DHS  approval,  pursuant  to  an  interim  security  clearance.  New  GX  shall  have  the  right  to  remove  the  Head  of  Network  Operations 
 or  the  Head  of  Global  Security  at  any  time  and  to  appoint  a  replacement,  subject  to  the  terms  of  this  Section.  New  GX  shall  promptly  appoint  a  person  who  meets  the  qualifications  of 
 this  Section  to  fill  any  such  vacancy,  and  shall  promptly  notify  the  DOJ,  FBI,  DOD,  and  DHS  in  writing  of  such  appointment.  In  no  event  shall  a  vacancy  for  the  position  of  Head  of 

 . 
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 Network  Operations  or  Head  of  Global  Security  exist  for  a  period  of  more  than  ninety  (90)  days  before  New  GX  appoints  a  qualified  candidate  to  fill  such  vacancy. 

 3.14.  Qualification  of  General  Counsel  and  Head  of  Human  Resources.  Within  thirty  (30)  days  after  the  Effective  Date,  New  GX  shall  notify  DOJ,  FBI,  DHS  and  DOD  of  the 
 identities  of  the  Human  Resources  executive  responsible  for  hiring  and  screening  and  the  General  Counsel.  The  Human  Resources  executive  responsible  for  hiring  and  screening  and 
 the  General  Counsel  shall  be  resident  citizens  of  the  United  States  who,  if  not  already  in  possession  of  U.  S.  security  clearances,  shall  apply  for  U.  S.  security  clearances  pursuant  to 
 Executive  Order  12968  immediately  upon  their  appointment;  who  are  subject  to  the  screening  requirements  of  Section  3.12  of  this  Agreement;  and  whose  appointment  to  the 
 position  is  not  objected  to  by  the  DOJ,  the  FBI,  DOD  or  DHS  within  ten  (10)  days  of  receiving  notice  thereof.  If  the  Human  Resources  executive  responsible  for  hiring  and 

 she  may  n  e  v  e  r  t  l  i  i  e  r  v  e  in  that  position,  subject  to  DOJ,  FBI,  UOD  and  DHS  approval,  pursuant  to  an  interim  security  clearance.  New  GX  shall  have  the  right  to  remove  the 
 Human  Resources  executive  responsible  for  hiring  and  screening  and  the  General  Counsel  at  any  time  and  to  appoint  a  replacement,  subject  to  the  terms  of  this  Section.  New  GX  shall 
 promptly  appoint  a  person  who  meets  the  qualifications  af  this  Section  to  fill  any  such  vacancy,  and  shall  promptly  notify  the  DOJ,  FBI,  DOD,  and  DHS  in  Writing  of  such 
 appointment.  In  no  event  shall  a  vacancy  for  the  position  of  Human  Resources  executive  responsible  for  hiring  and  screening  or  General  Counsel  exist  for  a  period  of  more  than 
 ninety  (90)  days  before  New  GX  appoints  a  qualified  candidate  to  fill  such  vacancy. 
 3.15.  Establishment  of  Securitv  Committee  of  New  GX  Board.  The  New  GX  Board  shall  establish  a  Security  Committee  to  oversee  security  matters  within  Domestic 

 Communications  Companies.  The  Security  Committee  shall  be  comprised  solely  of  directors  (  Security  Directors)  who  are  U.  S.  citizens;  who,  if  not  already  in  possession  of 
 U.  S.  security  clearances,  shall  apply  for  U.  S.  security  clearances  pursuant  to  Executive  Order  12968  immediately  upon  their  appointment  to  the  Security  Committee;  and  who 
 satisfy  the  independent  director  requirements  of  the  New  York  Stock  Exchange.  If  a  Security  Director  does  not  already  possess  a  U.  S.  security  clearance,  he  or  she  may 
 nevertheless  serve  as  Security  Director,  subject  to  DOJ,  FBI,  DOD  and  DHS  approval,  pursuant  to  an  interim  security  clearance.  The  Security  Committee  shall  supervise  and 
 report  to  the  full  New  GX  Board  on  all  matters  related  to  security,  including  implementation  of  this  Agreement,  consistent  with  their  obligation  to  keep  such  information  confidential. 
 To  perform  its  function,  the  Security  Committee  shall,  among  other  things,  receive  reports  from  the  Head  of  Global  Security  on  New  GXs  compliance  with  this  Agreement,  and  also 
 shall  receive  a  summary  of  any  report  issued  pursuant  to  this  Agreement,  including  reports  made  in  connection  with  audits  conducted  pursuant  to  Section  5.8  of  this  Agreement  and  the 
 annual  report  on  compliance  issued  pursuant  to  Section  5.11  of  this  Agreement.  The  Security  Committee  shall,  in  turn,  provide  general  reporting  to  the  full  New  GX  Board  on 
 New  GXs  compliance  with  this  Agreement. 
 3.16.  Number  and  Notice  of  Appointment  of  Security  Directors.  Subject  to  Section  3.20  below,  fifty  (50)  percent  of  the  members  of  the  New  GX  Board  nominated  by  ST 

 Telemedia  and  elected  to  the  New  GX  Board  shall  be  Securjty  Directors.  Notice  of  the 

 screening  or  the  General  Counsel  does  not  already  possess  a  US.  security  clearance,  he  or  --  - 
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 proposed  appointment  of  a  Security  Director  shall  be  provided  in  writing  to  the  DOJ,  FBI,  DOD  and  DHS  by  New  GX.  The  DOJ,  FBI,  DOD  and  DHS  shall  have  the  opportunity  to 
 review  and  disapprove  the  appointment  of  a  Security  Director  within  thirty  (30)  days  of  receiving  notice  of  the  proposed  appointment.  If  the  DOJ,  FBI,  DOD  or  DHS  objects  to  the 
 appointment  of  an  individual  as  Security  Director  within  the  30-  day  timeframe,  the  appointment  of  that  individual  shall  be  rescinded  and  a  different  candidate  shall  be 
 appointed. 
 3.17.  routers,  switches,  servers  and  network  transmission  capability)  and  network  operating 

 systems  software  requires  prior  approval  of  a  Security  Director,  unless  subject  to  other  procedures  pursuant  to  a  policy  to  be  negotiated  with  DHS.  That  policy  may  provide  for 
 simplified  procedures  for  nonsensitive  acquisitions  and  upgrades  (e.  g.,  vetting  by  the  Head  of  Network  Operations). 

 3.18.  Participation  of  Security  Directors  in  Committees  of  the  Board  of  New  GX  A  quorum  for  a  meeting  of  the  New  GX  Board  or  any  committee  of  the  New  GX  Board  shall 
 require  at  least  one  Security  Director,  unless  the  issues  addressed  at  such  meeting  in  no  respect  address  or  affect  the  obligations  of  New  GX  under  this  Agreement.  In  the  event  that 
 the  New  GX  Board  or  any  committee  of  the  New  GX  Board  must  address  at  a  meeting,  for  reasons  of  exigent  circumstances,  an  issue  related  to  or  affecting  the  obligations  of  New  GX 
 under  this  Agreement,  and  all  Security  Director  positions  are  vacant  at  the  time  of  such  a  meeting,  the  absence  of  the  Security  Director  will  not  prevent  the  formation  of  a  quonun 
 provided  that  the  Security  Officer  of  New  GX  attends  the  meeting. 

 Approval  of  Acquisition.  Acquiring  or  upgrading  network  hardware  (e.  g., 
 -------  -- 

 3.19.  Attendance  of  Security  Directors  at  Board  Meetings  of  Domestic  Communications  Companies.  A  meeting  of  the  board  of  a  Domestic  Communications 
 Company  or  of  a  board  committee  of  a  Domestic  Commications  Company  shall  not  occur  without  a  Security  Director  in  attendance,  whether  as  a  member  or  as  an  observer,  unless  the 
 issues  addressed  at  such  meeting  in  no  respect  address  or  affect  the  obligations  of  the  Domestic  Communications  Company  under  this  Agreement.  In  the  event  that  the  board  of  a 
 Domestic  Communications  Company  or  a  board  committee  of  a  Domestic  Communications  Company  must  address  at  a  meeting,  for  reasons  of  exigent  circumstances,  an  issue  related 
 to  or  affecting  the  obligations  of  the  Domestic  Communications  Company  under  this  Agreement,  and  all  Security  Director  positions  are  vacant  at  the  time  of  such  a  meeting,  the 
 absence  of  the  Security  Director  will  not  prevent  the  meeting  provided  that  the  Security  Officer  of  New  GX  attends  the  meeting. 

 3.20.  Removal  of  Security  Directors.  Any  Security  Director  may  be  removed  for  any  reason  permitted  by  the  provisions  of  applicable  law  or  under  the  charter  of  New  GX, 
 provided  that: 

 (i)  the  removal  of  a  Security  Director  shall  not  become  effective  until  that  Security  Director,  DOJ,  the  FBI,  DOD  and  DHS  have  received  written  notification,  a 
 successor  who  is  qualified  to  become  a  Security  Director  within  the  terms  of  this  Agreement  is  selected,  DOJ,  the  FBI,  DOD  and  DHS  receive  written  notice 

 of  such  selection  under  the  terms  of  this  Agreement,  and  DOJ,  the  FBI,  DOD  or 
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 DHS  do  not  object  to  the  proposed  Security  Director  within  thirty  (30)  days  of  such  notice;  and 

 (ii)  notification  to  DOJ,  the  FBI,  DOD  and  DHS  of  the  removal  of  a  Security  Director  shall  be  the  responsibility  of  the  General  Counsel  of  New  GX. 
 Notwithstanding  the  foregoing,  however,  if  immediate  removal  of  any  Security  Director  is  deemed  necessary  to  prevent  actual  or  possible  violation  of  any  statute  or  regulation  or 
 actual  or  possible  damage  to  New  GX,  the  Security  Director  may  be  temporarily  suspended,  pending  written  notification  to  the  FBI,  DOJ,  DOD  and  DHS,  and  removed  upon  the 
 approval  of  the  removal  by  the  FBI,  DOJ,  DOD  and  DHS.  The  written  notification  to  DOJ,  FBI,  DOD  and  DHS  shall  set  forth  the  reasons  for  the  removal  if  such  reasons  are  related  to 
 the  performance  of  this  Agreement  In  the  event  of  any  vacancy  in  the  position  of  Security  Director,  however  occurring,  New  GX  will  give  prompt  Written  notice  of  such  vacancy  to 
 --l  m  J  ~~  andTJHS-  tlSEi@  iie  tienerai  counsei  of  New  ti&  or  if  that  position  is  vacant,  through  the  Chief  Operating  Officer  of  New  GX.  New  GX  shall  promptly  nominate 
 a  person  who  meets  the  qualifEations  in  Section  3.15  to  fill  such  vacancy,  and  shall  promptly  notify  DOJ,  the  FBI,  DOD  and  DHS  in  Writing  of  such  nomination.  In  no  event 
 shall  a  vacancy  for  the  position  of  Security  Director  exist  for  a  period  of  more  than  ninety  (90)  days  before  New  GX  nominates  a  qualified  candidate  to  fill  such  vacancy. 

 ._--- 

 3.21.  New  GX  shall  indemnify  and  hold  harmless  each  Security  Director  from  any  and  all  claims  arising  from,  or  in  any  way 
 connected  to,  his  or  her  performance  as  a  Security  Director  under  the  Agreement  except  for  his  or  her  own  individual  gross  negligence  or  willful  misconduct.  New  GX  shall  advance 
 fees  and  costs  incurred  in  connection  with  the  defense  of  such  claim.  New  GX  may  purchase  insurance  to  cover  this  indemnification. 

 Indemnification  of  Security  Directors. 

 3.22.  Except  to  the  extent  and  under  conditions  concurred  in  by  the  FBI,  DOJ,  DOD  and  DHS  in  writing,  operational  control  of 
 the  Domestic  Communications  Infrastructure  will  be  restricted  to  the  New  GX  Network  Operating  Centers  located  in  the  United  States. 
 Operational  Control  of  New  GX  Network. 

 3.23.  Security  Standards  and  Practices,  and  Consultations  with  U.  S.  Government.  Domestic  Communications  Companies  will  maintain  or  exceed  security  standards  and 
 practices  utilized  within  the  U.  S.  telecommunications  industry  and  will  consult  with  the  DOJ  and  other  appropriate  U.  S.  government  agencies  on  steps  to  maintain  or  exceed  such 
 standards  and  practices. 
 ' 

 3.24.  Notice  of  Obligations.  Domestic  Communications  Companies  shall  instruct  appropriate  officials,  employees,  contractors,  and  agents  as  to  the  security  restrictions  and 
 safeguards  imposed  by  this  Agreement,  including  the  reporting  requirements  in  Sections  5.5,  5.6,  and  5.7  of  this  Agreement,  and  shall  issue  periodic  reminders  to  them  of  such 
 obligations. 
 3.25.  Access  to  Classified,  Controlled  Unclassified,  or  Sensitive  Information  Nothing  contained  in  this  Agreement  shall  limit  or  affect  the  authority  of  a  U.  S.  government  agency 
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 to  deny,  limit  or  revoke  Domestic  Communications  Companies  access  to  Classified,  Controlled  Unclassified,  and  Sensitive  Information  under  that  agencys  jurisdiction. 
 ARTICLE  4:  DISPUTES 
 4.1.  The  Parties  shall  use  their  best  efforts  to  resolve  any  disagreements  that  may  arise  under  this  Agreement.  Disagreements  shall  be  addressed,  in 

 the  first  instance,  at  the  staff  level  by  the  Parties  designated  representatives.  Any  disagreement  that  has  not  been  resolved  at  that  level  shall  be  submitted  promptly  to  the 
 General  Counsel  of  New  GX,  the  General  Counsel  of  the  FBI,  and  the  Deputy  Attorney  General,  Criminal  Division,  DOJ,  the  General  Counsel  of  DOD,  and  the  General  Counsel  of 
 DHS  or  their  designees,  unless  the  FBI,  DOJ,  DOD  or  DHS  believes  that  important  national  interests  can  be  protected,  or  a  Domestic  Communications  Company  believes  that  its 
 paramount  commercial  interests  can  be  resolved,  only  by  resorting  to  the  measures  set  forth  in  Sectlon2oT3iiiie--  if,  after  meeting  w  i  k  i  m    =i  a  i  a  i  s  ,  any  of 
 the  Parties  determines  that  M  e  r  negotiation  would  be  fruitless,  then  that  Party  may  resort  to  the  remedies  set  forth  in  Section  4.2  of  this  Agreement.  I  f  resolution  of  a  disagreement 
 requires  access  to  Classified  Information,  the  Parties  shall  designate  a  person  or  persons  possessing  the  appropriate  security  clearances  for  the  purpose  of  resolving  that 
 disagreement. 

 Informal  Resolution 
 -- 
 4.2.  Enforcement  of  Aaeement.  Subject  to  Section  4.1  of  this  Agreement,  if  any  of  the  Parties  believes  that  any  other  of  the  Parties  has  breached  or  is  about  to  breach  this 
 Agreement,  that  Party  may  bring  an  action  against  the  other  Party  for  appropriate  judicial  relief.  Nothing  in  this  Agreement  shall  limit  or  affect  the  right  of  a  U.  S.  government  agency 

 require  that  the  Party  or  Parties  believed  to  have  breached,  or  about  to  breach,  this  Agreement  cure  such  breach  within  thuty  (30)  days  upon  receiving  Written 
 notice  of  such  breach; 
 request  that  the  FCC  modify,  conditioq  revoke,  cancel  or  render  null  and  void  any  license,  permit,  or  other  authorization  granted  or  given  by  the  FCC  to 

 Domestic  Communications  Companies,  or  request  that  the  FCC  impose  any  other  appropriate  sanction,  including  but  not  limited  to  a  forfeiture  or  other 
 monetary  penalty,  against  Domestic  Communications  Companies; 
 seek  civil  sanctions  for  any  violation  by  New  GX  or  Domstic  Communications  Companies  of  any  U.  S.  law  or  regulation  or  term  of  this  Agreement; 

 pursue  criminal  sanctions  against  New  GX  or  Domestic  Communications  Companies,  or  any  director,  officer,  employee,  representative,  or  agent  of 
 Domestic  Communications  Companies,  or  against  any  other  person  or  entity,  for  violations  of  the  criminal  laws  of  the  United  States;  or 

 seek  suspension  or  debarment  of  New  GX  or  Domestic  Communications  Companies  from  eligibility  for  contracting  with  the  U.  S.  government. 
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 4.3.  Irreparabk  Iniury.  New  GX  agrees  that  the  United  States  would  suffer  irreparable  injury  if  for  any  reason  a  Domestic  Communications  Company  failed  to  perform  any  of  its 
 material  obligations  under  this  Agreement,  and  that  monetary  relief  would  not  be  an  adequate  remedy.  Accordingly,  New  GX  agrees  that,  in  seeking  to  enforce  this  Agreement 
 against  Domestic  Communications  Companies,  the  FBI,  DOJ,  DOD  and  DHS  shall  be  entitled,  in  addition  to  any  other  remedy  available  at  law  or  equity,  to  specific  performance 
 and  immediate  injunctive  or  other  equitable  relief.  The  obligations  in  Section  5.5  or  5.6  are  material  for  the  purpose  of  this  Section.  (Listing  these  sections  does  not  imply  that 
 obligations  in  other  sections  are  not  material). 
 4.4.  v  Waiver.  The  availability  of  any  civil  remedy  under  this  Agreement  shall  not  prejudice  the  exercise  of  any  other  civil  remedy  under  this  Agreement  or  under  any 

 provision  of  law,  nor  shall  any  action  taken  by  a  Party  in  the  exercise  of  any  remedy  be 
 to  insist  on  strict  performance  of  any  of  the  provisions  of  this  Agreement,  or  to  exercise  any  right  they  grant,  shall  not  be  construed  as  a  relinquishment  or  future  waiver;  rather,  the 
 provision  or  right  shall  continue  in  full  force.  No  waiver  by  any  Party  of  any  provision  or  right  shall  be  valid  unless  it  is  in  writing  and  signed  by  the  Party. 

 considered  a  waiver  by  that  Party  of  any  other  rights  or  remedies.  The  failure  of  any  Party  --  - 

 4.5.  Forum  Selection  It  is  agreed  by  and  among  the  Parties  that  a  civil  action  among  the  Parties  for  judicial  relief  with  respect  to  any  dispute  or  matter  whatsoever  arising  under, 
 in  connection  with,  or  incident  to,  this  Agreement  shall  be  brought,  if  at  all,  in  the  United  States  District  Court  for  the  District  of  Columbia. 

 4.6.  conferred  herein,  shall  be  effective  upon  the  execution  of  this  Agreement  by  all  the  Parties.  Effectiveness  of  Article  4.  This  Article  4,  and  the  obligations  imposed  and  rights 
 ARTICLE  5:  AUDITING,  REPORTING,  NOTICE  AND  LIMITS 
 5.1.  Filings  re  de  jure  or  de  facto  control  of  a  Domestic  Communications  Company.  If  any  Domestic  Communications  Company  makes  any  filing  with  the  FCC  or  any  other 
 Governmental  Authority  relating  to  the  de  facto  or  de  jure  control  of  a  Domestic  Communications  Company  except  for  filings  with  the  FCC  for  assignments  or  transfers  of 
 control  to  any  Domestic  Communications  Company  that  are  pro  forma,  New  GX  shall  promptly  provide  to  the  FBI,  DOJ,  DOD  and  DHS  written  notice  and  copies  of  such  filing. 
 This  Section  5.1  is  effective  upon  execution  of  this  Agreement  by  all  the  Parties. 
 5.2.  Control  of  New  GX.  If  any  member  of  the  Security  Committee  or  of  the  senior  management  of  New  GX  or  a  Domestic  Communications  Company  (including  the  Chief 

 Executive  Officer,  President,  General  Counsel,  Chief  Technical  Officer,  Chief  Financial  Officer,  Head  of  Network  Operations,  Head  of  Global  Security,  Security  Officer,  or  other 
 senior  officer)  acquires  any  information  that  reasonably  indicates  that  any  single  foreign  entity  or  individual,  other  than  ST  Telemedia  has  obtained  or  will  likely  obtain  an 
 ownership  interest  (direct  or  indirect)  in  New  GX  or  a  Domestic  Communications  Company  above  ten  (10)  percent,  as  determined  in  accordance  with  47  C.  F.  R.  0  63.09,  or  if  any  single 
 foreign  entity  or  individual  has  gained  or  will  likely  otherwise  gain  either  (1)  Control  or  (2)  de  facto  or  de  jure  control  of  New  GX  or  a  Domestic  Communications  Company,  then 
27
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 such  member  shall  promptly  cause  to  be  notified  the  Security  Officer  or  a  Security  Director,  who  in  turn,  shall  promptly  notify  the  DOJ,  FBI,  DOD  and  DHS  in  Writing.  Notice  under 
 this  section  shall,  at  a  minimum: 
 (i)  Identifjl  the  entity  or  individual(  s)  (specifying  the  name,  addresses  and  telephone  numbers  of  the  entity); 

 Identify  the  beneficial  owners  of  the  increased  or  prospective  increased  interest  in  New  GX  or  a  Domstic  Communications  Company  by  the  entity  or 
 individual(  s)  (specifying  the  name,  addresses  and  telephone  numbers  of  each  beneficial  owner);  and 
 (ii) 

 (iii)  Quantify  the  amount  of  ownership  interest  in  New  GX  or  a  Domestic  Communications  Company  that  has  resulted  in  or  will  likely  result  in  the  entity 
 ---o  r  i  n  d  i  v  i  d  u  a  ~~~3  i  n  e  ~e  ~~~~e  ~~~r  Domestic  Communications  Company. 

 5.3.  Joint  Ventures.  A  Domestic  Communications  Company  may  have  entered  into  of  may  enter  into  joint  ventures  under  which  the  joint  venture  or  entity  may  provide  Domestic 
 Communications. 
 (i)  To  the  extent  that  such  Domestic  Communications  Company  does  not  have  de  facto  or  de  jure  control  over  a  joint  venture  or  entity,  such  Domestic 
 Communications  Company  shall  in  good  faith  (a)  notify  such  entity  of  this  Agreement  and  its  purposes,  (b)  endeavor  to  have  such  entity  comply  with  this 

 Agreement  as  if  it  were  a  Domestic  Communications  Company,  and  (c)  consult  with  the  DOJ,  FBI  ,  DOD  or  DHS  about  the  activities  of  such  entity.  Nothing 
 in  this  Section  5.3  shall  be  construed  to  relieve  Domestic  Communications  Companies  of  obligations  under  Article  2  of  this  Agreement. 

 (ii)  If  a  Domestic  Communications  Company  enters  into  joint  venture  under  which  the  joint  venture  or  entity  may  provide  Domestic  Communications  or 
 transmission,  switching,  bridging,  routing  equipment  (including  software  and  upgrades),  facilities  used  to  provide,  process,  direct,  control,  supervise  or 

 manage  Domestic  Communications,  the  Domestic  Communications  Company  must  provide  DHS  with  notice  no  later  than  30  days  before  the  joint  venture 
 offers  Domestic  Communications  service.  DHS  will  have  30  days  from  receipt  of  the  notice  to  review  and  provide  the  Domestic  Communications  Company 
 with  any  objection  to  the  joint  venture.  Any  objection  shall  be  based  on  national  security,  law  enforcement  or  public  safety  grounds.  If  the  DHS  objects, 
 the  joint  venture  shall  not  offer  Domestic  Communications  service. 
 5.4.  functions  covered  by  this  Agreement  to  an  entity  that  is  not  a  Domestic  Communications 

 Company  except  pursuant  to  an  outsourcing  policy  to  be  negotiated  with  DHS.  Such  policy  shall  include  prior  notice  of  the  proposed  outsourcing  and  the  right  of  DHS  to  object  within 
 thirty  (30)  days  to  the  proposed  outsourcing;  the  parties  may  agree  in  the  outsourcing  policy 

 Outsourcing.  A  Domestic  Communications  Company  shall  not  outsource 
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 to  exclude  classes  of  outsourcing  contracts  of  a  routine  and  nonsensitive  nature  from  this  notice  and  approval  requirement.  Further: 

 (i)  the  Domestic  Communications  Company  shall  ensure  that  the  entity  complies  with  the  applicable  terms  of  this  Agreement 
 (ii)  the  Domestic  Communications  Company  shall  include  in  its  contracts  with  any  such  entities  written  provisions  requiring  that  such  entities  comply  with  all 
 applicable  terms  of  this  Agreement  (and  otherwise  ensure  that  such  entities  are  aware  of,  agree  to,  and  are  bound  to  comply  with  the  applicable  obligations  of 

 this  Agreement); 
 the  Domestic  communications  Company  shall  notify  the  DOJ,  FBI,  DOD  and  DHS  within  thirty  (30)  days  of  contracting  out  operation  of  the  Domestic 

 Communications  Company,  which  notice  shall  identify  the  name  of  the  entity  and  the  nature  of  the  contract; 
 (iii) 
 ------C  -s  m  m  u  n  i  e  a  t  i  o  n  ~~~e  ~e  --t  o  -~ 

 if  the  Domestic  Communications  Company  learns  that  the  entity  or  the  entitys  employee  has  violated  an  applicable  provision  of  this  Agreement,  the  Domestic 
 Communications  Company  will  notie  the  DOJ,  FBI,  DOD  and  DHS  promptly;  and 

 with  consultation  and,  as  appropriate,  cooperation  with  DOJ,  FBI,  DOD  and  DHS,  the  Domestic  Communications  Company  will  take  reasonable  steps 
 necessary  to  rectify  promptly  the  situation,  which  steps  may  (among  others)  include  terminating  the  arrangement  with  the  entity,  including  after  notice  and 
 opportunity  for  cure,  and/  or  initiating  and  pursuing  litigation  or  other  remedies  at  law  and  equity. 

 Peering,  interconnection  and  purchase  of  local  access  service  shall  not  constitute  outsourced  functions  for  purposes  of  this  Agreement. 
 5.5.  Notice  of  Foreirm  Influence.  If  any  member  of  the  Security  Committee  or  of  the 
 senior  management  of  New  GX  or  a  Domestic  Communications  Company  (including  the  Chief  Executive  Officer,  President,  General  Counsel,  Chief  Technical  Officer,  Chief 

 Financial  Officer,  Head  of  Network  Operations,  Head  of  Global  Security,  Security  Officer,  or  other  senior  oRcer)  acquires  any  information  that  reasonably  indicates  that  any  foreign 
 government,  any  foreign  government-  controlled  entity,  or  any  foreign  entity: 

 (i)  plans  to  participate  or  has  participated  in  any  aspect  of  the  day-  to-  day  management  of  New  GX  or  a  Domestic  Communications  Company  in  such  a 
 way  that  interferes  with  or  impedes  the  performance  by  New  GX  or  a  Domestic  Communications  Company  of  its  duties  and  obligations  under  the  terms  of  this 
 Agreement,  or  interferes  with  or  impedes  the  exercise  by  New  GX  or  a  Domestic  Communications  Company  of  its  rights  under  this  Agreement,  or 
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 (ii)  .  plans  to  exercise  or  has  exercised,  as  a  direct  or  indirect  shareholder  of  New  GX  or  a  Domestic  Communications  Company  or  their  subsidiaries,  any  Control  of 
 New  GX  or  a  Domestic  Communications  Company  in  such  a  way  that  interferes  with  or  impedes  the  performance  by  New  GX  or  a  Domestic  Communications 

 Company  of  its  duties  and  obligations  under  the  terms  of  this  Agreement,  or  interferes  with  or  impedes  the  exercise  by  New  GX  or  a  Domestic 
 Communications  Company  of  its  rights  under  the  terns  of  this  Agreement,  or  in  such  a  way  that  foreseeably  concerns  New  GXs  or  a  Domestic 
 Communications  Companys  obligations  under  this  Agreement, 
 then  such  member  shall  promptly  cause  to  be  notified  the  Security  Officer  or  a  Security  Director,  who  in  turn,  shall  promptly  notify  the  FBI,  DOJ,  DOD  and  DHS  in  writing  of  the 
 timing  and  the  nature  of  the  foreign  governments  or  entitys  plans  and/  or  actions. 
 -=------  3  a  -K  e  D  O  r  t  l  n  g  o  f  I  n  c  l  a  e  n  r  s  .N  e  W  -C  T  i  n  a  n  a  u  o  m  c  ..  co-  ..  shall  take  practicable  steps  to  ensure  that,  if  any  New  GX  or  Domestic  Communications  Company  officer,  director,  employee,  contractor  or  agent  acquires  any  information  that 

 reasonably  indicates:  (a)  a  breach  of  this  Agreement;  @)  access  to  or  disclosure  of  Domestic  Communications,  or  the  conduct  of  Electronic  Surveillance,  in  violation  of 
 Federal,  state  or  local  law  or  regulation;  (c)  access  to  or  disclosure  of  CPNI  or  Subscriber  Information  in  violation  of  Federal,  state  or  local  law  or  regulation  (except  for  violations  of 
 FCC  regulations  relating  to  improper  commercial  use  of  CPNI);  or  (d)  improper  access  to  or  disclosure  of  Cldssified,  Sensitive,  or  Controlled  Unclassified  Information,  then  the 
 individual  will  notify  the  Security  Officer  or  a  Security  Director,  who  will  in  turn  notify  the  FBI,  DOJ,  DOD  and  DHS  in  the  same  manner  as  specified  in  Section  5.5.  This  report  shall 
 be  made  promptly  and  in  any  event  no  later  than  ten  (10)  calendar  days  after  New  GX  or  the  Domestic  Communications  Company  acquires  information  indicating  a  matter  described  in 
 this  Section  5.6(  a>(  d)  of  this  Agreement.  New  GX  and  the  Domestic  Communications  Companies  shall  lawfblly  cooperate  in  investigating  the  matters  described  in  this  section  of 
 this  Agreement.  New  GX  or  the  Domestic  Communications  Company  need  not  report  information  where  disclosure  of  such  information  would  be  in  violation  of  an  order  of  a 
 court  of  competent  jurisdiction  in  the  United  States. 
 5.7.  Non-  Retaliation  New  GX  and  each  Domestic  Communications  Company  shall,  by  duly  authorized  action  of  its  respective  Board  of  Directors,  adopt  and  distribute  an 

 official  corporate  policy  that  strictly  prohibits  New  GX  or  a  Domestic  Communications  Company  from  discriminating  or  taking  any  adverse  action  against  any  officer,  director, 
 employee,  contractor  or  agent  because  he  or  she  has  in  good  faith  initiated  or  attempted  to  initiate  a  notice  or  report  under  Sections  5.2,5.5  or  5.6  of  this  Agreement,  or  has  notified  or 
 attempted  to  notify  directly  the  Security  Officer  or  a  Security  Director  named  in  the  policy  to  convey  information  that  he  or  she  believes  in  good  faith  would  be  required  to  be  reported 
 to  the  FBI,  DOJ,  DOD  and  DHS  by  the  Security  Officer  or  a  Security  Director  under  Sections  5.2,  5.5  or  5.6  of  this  Agreement.  Such  corporate  policy  shall  set  forth  in  a  clear 
 and  prominent  manner  the  contact  information  for  the  Security  Officer  or  one  or  more  Security  Directors  to  whom  such  contacts  may  be  made  directly  by  any  officer,  director, 
 employee,  contractor  or  agent  for  the  purpose  of  such  report  or  notification.  Any  violation 

 i 
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 by  New  GX  or  a  Domestic  Communications  Company  of  any  material  term  of  such  corporate  policy  shall  constitute  a  breach  of  this  Agreement. 

 5.8.  Third  Party  Audits.  New  GX  shall  retain  and  pay  for  a  neutral  third  party  to  audit  objectively  on  an  annual  basis  its  compliance  with  agreed  elements  of  this  Agreement.  New 
 GX  shall  provide  notice  of  its  selected  auditor  to  the  DOJ,  FBI,  DOD  and  DHS,  and  the  DOJ,  FBI,  DOD  and  DHS  shall  be  able  to  review  and  approve  or  disapprove  the  selected 
 auditor  and  terms  of  reference  for  that  auditor  within  thirty  (30)  days  of  receiving  notice.  In  addition,  New  GX  shall  provide  to  the  DOJ,  FBI,  DOD  and  DHS  a  copy  of  its  contract  with 
 the  third  party  auditor,  which  shall  include  terms  defining  the  scope  and  purpose  of  the  audits.  The  DOJ,  FBI,  DOD  and  DHS  shall  have  the  right  to  review  and  approve  the  terms 
 defining  he  scope  and  purpose  of  the  audits.  Through  its  contract  with  the  third  party  auditor,  New  GX  shall  ensure  that  all  reports  generated  by  the  auditor  are  provided  promptly 
 to  the  DOJ,  FBI,  DOD  and  DHS.  Domestic  Communications  Companies  also  will  provide  the  UUJ,  FBI,  JNlJ  andDHSwifh  access  to  faxities,  intormation,  and  personnel  consistent 
 with  Sections  5.9  and  5.10  below  in  the  event  that  the  DOJ,  FBI,  DOD  or  DHS  wishes  to  conduct  its  own  audit  of  a  Domestic  Communication  Company.  The  terms  defining  the 
 scope  and  purpose  of  the  audits  shall  include,  at  a  minimum,  the  following: 
 Development  of  an  initial  vulnerability  and  risk  assessment  based  on  this  Agreement,  and  a  detailed  audit  work  plan  based  on  such  assessment,  which 
 work  plan  will  be  subject  to  review  and  approval  by  the  DOJ,  the  FBI,  DOD  and  the  DHS; 

 Authority  for  the  auditor  to  review  and  analyze  of  New  GX  policies  and  procedures  designed  to  implement  this  Agreement; 
 Authority  for  the  auditor  to  review  and  analyze  relevant  information  related  to  the  configuration  of  the  New  GX  network; 
 The  Head  of  Network  Operations  will  report  periodically  on  technical  advancements  that  enhance  compliance  with  this  Agreement; 
 Authority  for  the  auditor  to  review  and  analyze  minutes  of  New  GX  Board  and  other  Board  Committee  meetings  held  in  accordance  with  the  terms  of  this 
 Agreement; 
 Authority  for  the  auditor  to  review  and  analyze  Security  Director  and  Security  Officer  logs  and  records  including,  but  not  limited  to,  records  relating  to  facility 

 visits,  employee  screening  data  and  any  reports  submitted  in  accordance  with  Section  5.6  of  this  Agreement; 

 Authority  for  the  auditor  to  conduct  a  reasonable  number  of  unannounced  inspections  of  New  GX  Network  Operating  Centers  and  other  key  facilities  each 
 year. 
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 (viii)  Authority  for  the  auditor  to  conduct  a  seasonable  volume  of  random  testing  of  network  firewalls,  access  points  and  other  systems  for  potential  vulnerabilities; 
 and 
 (ix)  Authority  for  the  auditor  to  conduct  a  reasonable  number  of  confidential  interviews  of  New  GX  employees  concerning  compliance  with  this  Agreement. 

 5.9.  Access  to  Information  and  Facilities.  FBI,  DOJ,  DOD  and  DHS  may  Visit  with  thirty  (30)  minutes  notice,  any  part  of  Domestic  Communications  Companies  Domestic 
 Communications  Infrastructure  and  security  ofices  to  conduct  on  site  reviews  concerning  the  implementation  of  the  terms  of  this  Agreement  and  may  at  any  time  require  unimpeded 
 access  to  information  concerning  technical,  physical,  management,  or  other  security  measures  needed  by  the  FBI,  DOJ,  DOD  or  DHS  to  verify  compliance  with  the  thew 
 effective  terms  of  this  Agreement.  Within  sixty  (60)  days  of  the  Effective  Date,  the  parties  wlll-  aevelop  procediGETomementahon  oi  this  Section  3.9. 

 5.10.  Access  to  Personnel  Upon  reasonable  notice  from  the  FBI,  DOJ,  DHS  or  DOD  Domestic  Communications  Companies  will  make  available  for  interview  officers  or 
 employees  of  Domestic  Communications  Companies,  and  will  require  contractors  to  make  available  appropriate  personnel  located  in  the  United  States  who  are  in  a  position  to  provide 
 information  to  verify  compliance  with  the  therreffective  terms  of  this  Agreement. 
 5.1  1.  Annual  Report.  On  or  before  the  last  day  of  January  of  each  year,  the  Head  of  Global  Security  shall  submit  to  the  FBI,  DOJ,  DOD  and  DHS  a  report  assessing  Domestic 

 Communications  Companies  compliance  with  the  terms  of  this  Agreemefit  for  the  preceding  calendar  year.  The  report  shall  include: 

 (i)  a  copy  of  all  audit  reports  compiled  by  the  third  party  auditor  conducted  pursuant  to  Section  5.8  of  this  Agreement; 
 (ii) 
 (iii) 

 a  copy  of  the  policies  and  procedures  adopted  to  comply  with  this  Agreement; 
 a  summary  of  the  changes,  if  any,  to  the  policies  or  procedures,  and  the  reasons  for  those  changes; 

 (iv)  a  summary  of  any  known  acts  of  material  noncompliance  with  the  terms  of  this  Agreement,  whether  inadvertent  or  intentional,  with  a  discussion  of  what  steps 
 have  been  or  will  be  taken  to  prevent  such  acts  from  occurring  in  the  future;  and 
 (v)  identification  of  any  other  issues  that,  to  Domestic  Communications  Companies  knowledge,  will  cr  reasonably  could  affect  the  effectiveness  of  or 

 compliance  with  this  Agreement. 
 New  GX  and  all  Domestic  Communications  Companies  shall  make  available  to  the  Security  Officer,  in  a  timely  fashion,  all  information  necessary  to  complete  the  report  required  by  this 

 Section. 
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 5.12.  Notice  of  Establishment  of  Additional  Network  Operating  Centers.  In  the  event  New  GX  establishes  a  new  Network  Operating  Center,  New  GX  shall  provide  prior  Written 
 notice  of  such  establishment  to  the  DOJ,  FBI,  DOD  and  DHS  at  least  ninety  (90)  days  prior  to  the  commencement  of  operations  of  such  Network  Operating  Center. 

 5.13.  Information  and  Reports  Concerning  Network  Architecture.  New  GX  shall  provide  to  the  DOJ,  FBI,  DHS  and  DOD,  on  a  quarterly  basis,  the  following  information 
 regarding  the  interconnections  and  control  of  the  Domestic  Communications  Infrastructure: 

 (i)  A  description  of  the  plans,  processes  andor  procedures,  relating  to  network  management  operations,  that  prevent  the  Domestic  Communications 
 Infrastructure  fiom  being  accessed  or  controlled  from  outside  the  United  States. 
 (ii)  A  description  of  the  placement  of  Network  Operations  Centers  and 
 domestic  and  international  carriers,  ISPs  and  critical  U.  S.  fmancial,  emgy,  and  transportation  infrastructures.  lJ-  u&  r-  ~m  -(f  -M  c  i  i  i  t  l  or  a- 
 ..  .  .. 

 (iii)  A  description  of  New  GX's  IP  networks  and  operations  processes,  procedures  for  management  control  and  relation  to  the  backbone  infrastructures  of  other 
 service  providers. 

 (iv)  A  description  of  any  unique  or  proprietary  control  mechanisms  of  New  GX  as  '  well  as  of  New  GX's  operating  and  administrative  software. 

 (v)  A  report  of  Network  Management  Information  that  includes  an  assurance  that  network  performance  satisfies  FCC  rules  and  reporting  requirements. 
 New  GX  shall  promptly  report  any  material  changes,  upgrades  andor  modifications  to  the  items  described  in  (i)  -  (v)  above,  including  the  installation  of  critical  equipment  and 
 software.  For  the  purposes  of  this  section,  critical  equipment  and  software  shall  include:  routers,  switches,  gateways,  network  security  appliances,  network  managementhest 
 equipment,  operating  systems  and  network  and  security  software  (including  new  versions,  patches,  upgrades,  and  replacement  software),  and  other  hardware,  software,  or  systems 
 performing  similar  functions.  Monitors,  desktop  computers,  desktop  computer  applications,  .  disk  drives,  power  supplies,  printers,  racks  and  the  like  are  not  "critical  equipment  or 
 software"  unless  they  perform  fbnctions  similar  to  those  of  the  items  described  in  (9  -  (v)  above.  Similarly,  "material"  shall  refer  to  those  changes,  modifications  and  upgrades  that 
 alter  network  operating  characteristics  or  architecture-  it  does  not  apply  to  spare  parts  replacement,  the  one-  for-  one  swapping  of  identical  equipment  or  the  related  re-  loading  of 
 system  software  or  backups;  provided,  however,  that  network  security  configuration  and  capabilities  remain  unchanged. 

 5.14.  Notices.  Effective  upon  execution  of  this  Agreement  by  all  the  Parties,  all  notices  and  other  communications  given  or  made  relating  to  this  Agreement,  such  as  a  proposed 
 modification,  shall  be  in  writing  and  shall  be  deemed  to  have  been  duly  given  or  made  as  of  the  date  .of  receipt  and  shall  be  (a)  delivered  personally,  or  (b)  sent  by  facsimile,  or  (except 
 as  noted  below)  (c)  sent  by  documented  overnight  courier  service,  or  (d)  sent  by  registered 
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 or  certified  mail,  postage  prepaid,  addressed  to  the  Parties  designated  representatives  at  the  addresses  shown  below,  or  to  such  other  representatives  at  such  others  addresses  as  the 
 Parties  may  designate  in  accordance  with  this  Section: 
 Department  of  Justice  Assistant  Attorney  General 

 Criminal  Division  Main  Justice 
 950  Pennsylvania  Avenue,  N.  W.  Washington,  DC  20530 

 Federal  Bureau  of  Investigation  General  Counsel 
 Washington,  DC  935  Pennsylvania  z  (T  5    5  5  ~~  Avenue,  N.  W.  -  --____  -- 
 Department  of  Defense 
 Office  of  General  Counsel  Attn:  Deputy  General  Counsel 
 for  Acquisition  and  Logistics  The  Pentagon,  Room  3D973 
 1600  Defense  Pentagon  Washington,  DC  20301-  1600 

 Department  of  Homeland  Secwity  Washington,  D.  C.  20528 
 Attn:  General  Counsel,  Office  of  the  General  Counsel  Telephone:  202-  692-  4237 

 (By  Personal  Delivery  or  E-  mail  Only)  Fax:  202-  282-  8415 
 Global  Crossing  Ltd.  200  Park  Avenue,  Third  Floor 

 Florham  Park,  NJ  07932  Attn:  General  Counsel 
 Telephone:  (973)  937-  03  12  Fax:  (973)  360-  0538 

 GC  Acquisition  Limited  200  Park  Avenue,  Third  Floor 
 Florham  Park,  NJ  07932  Attn:  General  Counsel 
 Telephone:  (973)  937-  03  12  Fax:  (973)  360-  0538 
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 Singapore  Technologies  Telemedia  Pte  Ltd  51  Cuppage  Road 
 #lo-  1  1/  17,  StarHub  Centre  Singapore  229469 
 Attn:  General  Counsel  Telephone:  (65)  672  3  -  8  77  7 
 Fax:  (65)  6720-  7277 
 With  a  copy  to: 
 GC  Acquisition  Limited  Wessex  House,  1  st  Floor 
 45  Reid  Street  Hamilton  HM  12,  Bermuda  ______--_-- 
 ---- 

 Federal  Bureau  of  Investigation  The  Assistant  Director 
 National  Security  Division  935  Pennsylvania  Avenue,  N.  W. 
 Washingtoq  DC  20535 
 ARTICLE  6:  FREEDOM  OF  INFORMATION  ACT 
 6.1.  The  DOJ,  FBI,  DOD  and  DHS  shall  take  all  reasonable  measures  to  protect  Erom  public  disclosure  all  information  submitted  by  a 

 Domestic  Communications  Company  or  other  entities  in  accordance  with  the  terms  of  this  Agreement  to  the  DOJ,  FBI,  DOD  or  DHS  in  connection  with  this  Agreement  and  clearly 
 marked  with  the  legend  Business  Confidential;  subject  to  potection  under  5  U.  S.  C.  0  552(  b);  not  to  be  released  without  notice  to  the  filing  party  or  similar  designation.  Such 
 markings  shall  signify  that  it  is  the  companys  position  that  the  information  so  marked  constitutes  trade  secrets  and/  or  commercial  or  financial  information  obtained  from  a 
 person  and  privileged  or  confidential,  or  otherwise  warrants  protection  within  the  meaning  of  5  U.  S.  C.  552(  b)(  4).  For  the  purposes  of  5  U.  S.  C.  $552(  b)(  4),  the  Parties  agree  that 
 information  so  marked  is  voluntarily  submitted.  If  a  request  is  made  under  5  U.  S.  C.  0  552(  a)(  3)  for  information  so  marked,  and  disclosure  of  any  information  (including 

 disclosure  in  redacted  form)  is  contemplated,  the  DOJ,  FBI,  DOD  or  DHS,  as  appropriate,  shall  notify  the  company  of  tk  intended  disclosure  as  provided  by  Executive  Order  12600, 
 52  Fed.  Reg.  23781  (June  23,  1987).  If  the  Domestic  Communications  Company  objects  to  the  intended  disclosure  and  its  objections  are  not  sustained,  the  DOJ,  FBI,  DOD  or  DHS,  as 
 appropriate,  shall  notify  the  company  of  its  intention  to  release  (as  provided  by  Section  5  of  Executive  Order  12600)  not  later  than  five  business  days  prior  to  disclosure  of  the 
 challenged  information.  The  Parties  note  that  information  submitted  by  a  Domestic  Communications  Company  or  other  entities  in  accordance  with  the  terms  of  this  Agreement 
 may  be  protected  from  disclosure  under  the  Critical  Information  Infrastructure  Act  of  2002. 

 Protection  from  Disclosure. 

 6.2.  Use  of  Information  for  U.  S.  Government  Purposes.  Nothing  in  this  Agreement  shall  prevent  the  FBI,  DOJ,  DOD  or  DHS  from  lawfully  disseminating  information  as 
35
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 appropriate  to  seek  enforcement  of  this  Agreement,  or  from  lawllly  sharing  information  as  appropriate  with  other  Federal,  state,  or  local  government  agencies  to  protect  public  safety, 
 law  enforcement,  or  national  security  interests,  provided  that  the  FBI,  DOJ,  DOD  or  DHS  take  all  reasonable  measures  to  protect  from  public  disclosure  the  information  marked  as 
 described  in  Section  6.1. 
 6.3.  Unlawful  Disclosure  of  Information  The  DOJ,  FBI,  DOD  and  DHS  acknowledge  that  officers  and  employees  of  the  United  States  and  of  any  department  or  agency  thereof  are 

 subject  to  liability  under  18  U.  S.  C.  6  1905  for  unlawfbl  disclosure  of  information  provided  to  them  by  other  Parties  to  this  Agreement. 

 ARTICLE  7:  FCC  CONDITION  AND  CFIUS 
 7.1.  Upon  the  execution  of  this  Agreement  by  all  the  Parties,  the 

 condition  substantially  the  same  as  set  forth  in  Exhibit  A  attached  hereto  (the  Condition  to  FCC  Authorization),  the  DOJ,  FBI,  DOD  and  DHS  have  no  objection  to  the  FCCs  grant  of 
 the  applications  filed  with  the  FCC  in  FCC  IB  Docket  No.  02-  286.  This  Section  7.1  is  effective  upon  execution  of  this  Agreement  by  all  the  Parties. 

 FCC  AsDroval  --u  J  ,r  l  I  ,-~-I  3  H  S  ~l  -F  ~y  ~  -t  I  i  z  t  ~d  d  %i  r  n  ~ 

 7.2.  Future  Amlications.  New  GX  agrees  that,  in  any  application  or  petition  by  any  Domestic  Communications  Company  to  the  FCC  for  licensing  or  other  authority  filed  with 
 or  granted  by  the  FCC  after  the  Effective  Date,  except  with  respect  to  pro  forma  assignmem  or  pro  forma  transfers  of  control,  the  Domestic  Communications  Company 
 shall  request  that  the  FCC  condition  the  grant  of  such  licensing  or  other  authority  on  compliance  with  the  terms  of  this  Agreement.  Notwithstanding  Section  8.10,  the  FBI,  the 
 DOJ,  DOD  and  DHS  reserve  the  right  to  object,  formally  or  informally,  to  the  grant  of  any  other  FCC  application  or  petition  of  a  Domestic  Communications  Company  for  a  license  or 
 other  authorization  under  Titles  I1  or  111  of  the  Communications  Act  of  1934,  as  amended,  and  to  seek  additional  or  different  terms  that  would,  consistent  With  the  public  interest, 
 address  any  threat  to  their  ability  to  enforce  the  laws,  preserve  the  national  security,  and  protect  the  public  safety  raised  by  the  transactions  underlying  sEh  applications  or  petitions. 

 7.3.  CFIUS.  Provided  that  the  FCC  adopts  the  Condition  to  FCC  Authorization,  the  Attorney  General,  the  Secretary  of  Defense  and  the  Secretary  of  Homeland  Security  shall 
 not  make  any  objection  to  the  CFIUS  or  the  President  concerning  ST  Telemedias  investment  in  New  GX  or  grant  of  the  applications  filed  With  the  FCC  in  FCC  IB  Docket 
 No.  02-  286.  This  commitment,  however,  does  not  extend  to  any  objection  the  Attorney  General,  the  Secretary  of  Defense  or  the  Secretary  of  Homeland  Secuity  may  wish  to  raise 
 with  the  CFIUS  or  the  President  in  the  event  that  (a)  New  GX  fails  to  comply  with  the  terms  of  this  Agreement,  (b)  the  Attorney  General,  the  Secretary  of  Defense  or  the  Secretary  of 
 Homeland  Security  learns  that  the  representations  of  New  GX  made  to  the  DOJ,  the  FBI,  the  DOD,  the  DHS  or  the  FCC  above  are  materially  untrue  or  incomplete,  (c)  there  is  a  material 
 increase  in  the  authority  of  a  foreign  entity  to  exercise  Control  of  New  GX  or  a  Domestic  Communications  Company,  or  (d)  there  is  any  other  material  change  in  the  circumstances 
 associated  with  the  transactions  at  issue. 
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 ARTICLE  8:  OTHER 
 8.1.  Role  of  GCL  GCL  is  a  Party  on  account  of  its  central  role  in  both  the  negotiation  of  this  Agreement  and  the  establishment  of  New  GX.  Notwithstanding  the  foregoing,  New 

 GX  and  GCL  stipulate  that,  upon  the  Effective  Date,  GCL  will  not  Control  New  GX  or  any  of  the  Domestic  Communications  Companies,  and  consequently  will  have  no  ability  or 
 obligation  to  ensure  compliance  by  New  GX  or  the  Domestic  Communicatiom  Companies  after  the  Effective  Date. 

 8.2.  New  GX  shall  cause  Domestic  Communications  Companies  to  comply  with  this  Agreement  and,  where  appropriate,  shall  act  through  its 
 subsidiaries  to  discharge  its  obligations  under  this  Agreement. 
 Obligations  of  New  GX. 

 8.3.  Right  to  Make  and  Perform  Ameement.  GCL,  New  GX  and  ST  Telemedia  each 
 the  full  right  to  enter  into  this  Agreement  and  perform  its  obligations  hereunder  and  that  this  Agreement  is  a  legal,  valid,  and  binding  obligation  of  GCL,  New  GX  and  ST  Telemedia 
 enforceable  in  accordance  with  its  terms. 

 -----7  e  p  r  e  s  e  n  t  t  h  a  t  t  h  e  y  -~~~~~~l  ~~n  t  i  n  u  ~~~~~~~~~~~~---- 

 8.4.  Headinas.  The  Article  headings  and  numbering  in  this  Agreement  are  inserted  for  convenience  only  and  shall  not  affect  the  meaning  or  interpretation  of  the  terms  of 
 this  Agreement. 
 8.5.  Nothing  in  this  Agreement  is  intended  to  limit  or  constitute  a 
 waiver  of  (a)  any  obligation  imposed  by  any  U.  S.  Federal,  state  or  local  laws  on  GCL,  New  GX  or  any  Domestic  Communicatiom  Company,  (b)  any  enforcement  authority  available 

 under  any  U.  S.  or  state  laws,  (c)  the  sovereign  immunity  of  the  United  States,  or  (d)  any  authority  the  U.  S.  government  may  possess  (including  without  limitation  authority  pursuant 
 to  International  Emergemy  Economic  Powers  Act)  o  v  a  the  activities  of  GCL,  New  GX  or  any  Domestic  Communications  Company  located  within  or  outside  the  United  States. 
 Nothing  in  this  Agreement  is  intended  to  or  is  to  be  interpreted  to  require  the  Parties  to  violate  any  applicabt  U.  S.  law. 

 Other  Laws. 

 8.6.  shall  include  any  future  amendments  to  such  statutory  provisions.  Statutory  References.  All  references  in  this  Agreement  to  statutory  provisions 
 8.7.  Non-  Parties.  Nothing  in  this  Agreement  is  intended  to  confer  or  does  confer  any  rights  on  any  pxson  other  than  the  Parties  and  any  Governmental  Authorities. 
 entitled  to  effect  Electronic  Surveillance  pursuant  to  Lawful  U.  S.  Process. 
 8.8.  Modifications.  This  Agreement  may  only  be  modified  by  written  agreement  signed  by  all  of  the  Parties.  The  DOJ,  FBI,  DOD  and  DHS  agree  to  consider  in  good  faith 
 and  promptly  possible  modifications  to  this  Agreement  if  GCL  or  the  New  GX  believes  that  the  obligations  imposed  on  GCL,  New  GX  or  the  Domestic  Communications  Companies 
 under  this  Agreement  are  substantially  more  restrictive  than  those  imposed  on  other  U.  S.  and  foreign  licensed  service  providers  in  like  circumstances  in  order  to  protect  U.  S.  national 
 security,  law  enforcement,  and  public  safety  concerns.  Any  substantial  modification  to  this 
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 Agreement  shall  be  reported  to  the  FCC  within  thirty  (30)  days  after  approval  in  Writing  by  the  Parties. 

 8.9.  Changes  in  Circumstances  for  New  GX  or  Domestic  Communications  Companies.  The  DOJ,  FBI,  DOD  and  DHS  agree  to  negotiate  in  good  faith  and  promptly 
 with  respect  to  any  request  by  New  GX  or  a  Domestic  Communications  Company  for  relief  from  application  of  specific  provisions  of  this  Agreement:  (a)  if  a  Domestic 
 Communications  Company  provides  Domestic  Communications  solely  through  the  resale  of  transmission  or  switching  facilities  owned  by  third  parties,  or  (b)  as  regards  fixture  Domestic 
 Communications  Company  activities  or  services,  if  those  provisions  become  unduly  burdensome  or  adversely  affect  New  GXs  or  a  Domestic  Communications  Companys 
 competitive  position. 

 I_ 
 8-  10.  Changes  in  Circumstances  for  the  DOJ.  FBI,  DHS  or  the  DOD.  If  after  the  date  that  a  l  l  %i  i  e  f  i  a  v  e  executel-  iliis  Agreement  the  U  r  n  ,  UUU  or  ~k  i  S  T  r  n  3  3  a  t  the 

 terms  of  this  Agreement  are  inadequate  to  address  national  security,  law  enforcement,  or  public  safety  concerns  presented,  then  the  other  Parties  will  negotiate  in  good  faith  to 
 modify  this  Agreement  to  address  those  concerns.  In  the  event  that  improvements  in  technology  may  enhance  the  efficacy  of  this  agreement  to  protect  the  national  security, 
 enforce  the  laws  or  protect  the  safety  of  the  public,  the  parties  will  work  promptly  to  amend  the  Agreement  to  implement  such  advances. 

 8.1  1.  fiutherance  of  this  Agreement  continue  to  adequtely  preservethe  national  security,  law 
 enforcement  and  public  safety  objectives,  the  terms  of  this  Agreement  and  those  policies  shall  be  reviewed  by  the  parties  at  least  every  18  months  from  the  Execution  Date. 
 Periodic  Review.  To  ensure  that  this  Agreement  and  the  policies  implemented  in 

 8.12.  Sovereipn  Immunity.  ST  Telemedia  stipulates  that  it  operates  as  a  commercial  entity  and  its  commercial  operations  are  wholly  separate  from  the  government  of  the 
 Republic  of  Singapore.  Nevertheless,  to  resolve  any  ambiguity  regarding  its  status  as  a  commercial  entity  operating  wholly  separate  fom  any  governmental  entity,  ST  Telemedia 
 agrees  that,  to  the  extent  that  it  or  any  of  its  property  is  or  becomes  entitled  at  any  time  to  any  immunity  on  the  ground  of  sovereignty  or  otherwise  based  upon  a  status  as  an  agency  or 
 instrumentality  of  government  from  any  legal  action,  suit  or  proceeding  or  from  setoff  or  counterclaim  arising  from  compliance  with  this  Agreement  from  the  jurisdiction  of  any 
 competent  court  from  service  of  process,  from  attachment  prior  to  judgment,  fiom  attachment  in  and  of  execution  of  a  judgment  from  execution  pursuant  to  a  judgment  or 
 arbitral  award,  or  from  any  other  legal  process  in  any  jurisdiction,  to  the  extent  allowable  by  law,  it,  for  itself  and  its  property  expressly,  irrevocably  and  unconditionally  waives,  and 
 agrees  mt  to  plead  or  claim,  any  immunity  with  respect  to  matters  arising  with  respect  to  compliance  with  this  Agreement  or  the  obligations  herein  (including  any  obligation  for  the 
 payment  of  money)  in  any  proceeding  brought  by  a  Party.  ST  Telemedia  agrees  that  the  waiver  in  this  provision  is  irrevocable  and  is  not  subject  to  withdrawal  in  any  jurisdiction  or 
 under  any  statute,  including  the  Foreign  Sovereign  Immunities  Act,  28  U.  S.  C.  6  1602  et  seq.  The  foregoing  waiver  shall  constitute  a  present  waiver  of  immunity  at  any  time  any  action  is 
 initiated  by  a  Party  with  respect  to  or  relating  to  this  Agreement. 
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 8.13.  Severability.  The  provisions  of  this  Agreement  shall  be  severable  and  if  any  provision  thereof  or  the  application  of  such  provision  under  any  circumstances  is  held 
 invalid  by  a  court  of  competent  jurisdiction,  it  shall  not  affect  any  other  provision  of  this  Agreement  or  the  application  of  any  provision  thereof. 

 8.14.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more  counterparts,  including  by  facsimile,  each  of  which  shall  together  constitute  one  and  the  same 
 instrument. 
 8.15.  shall  be  binding  upon,  the  Parties  and  their  respective  successors  and  assigns.  Successors  and  Assigns.  This  Agreement  shall  inure  to  the  benefit  of,  and 

 8.16.  Effectiveness  of  Ameement.  Except  as  otherwise  specifically  provided  in  the  provisions  of  this  Agreement,  the  obligations  imposed  and  rights  conferred  by  this 
 --  -.___--  I_--  -  ~~~r  n  e  n  t  ~~~t  ~~~p 

 8.17.  Termination  of  Agreement.  If  the  Purchase  Agreement  is  terminated  prior  to  the  Effective  Date,  GCL  shall  promptly  provide  written  notification  of  such  termination  to  the 
 FBI,  DOJ,  DHS  and  DOD,  and  upon  receipt  of  such  written  notice,  this  Agreement  shall  automatically  terminate,  After  the  Effective  Date,  this  Agreement  shall  terminate  upon 
 thuty  (30)  days  prior  written  notice  from  New  GX  to  the  FBI,  DOJ,  DHS  and  DOD,  provided  that  at  such  time  there  is  no  Domestic  Communications  Company. 

 8.18.  SusDension  of  Agreement  With  Respect  to  a  Domestic  Communications  Company.  This  Agreement  shall  be  suspended  upon  thuty  (30)  days  notice  to  the  DOJ,  FBI, 
 DOD  and  DHS  with  respect  to  any  covered  New  GX  entity  if  said  entity  is  no  longer  a  Domestic  Communications  Company. 

 8.19.  Suspension  of  Agreement  I  f  No  Significant  Foreim  Ownership.  This  Agreement  shall  be  suspended  in  its  entirety  with  respect  to  New  GX  and  all  Domestic  Communications 
 Companies  thirty  (30)  days  after  receipt  fiom  New  GX  of  notice  and  documentation  reasonably  satisfactory  to  the  DOJ,  FBI,  DOD,  and  DHS  that  neither  ST  Telemedia  nor  any 
 other  foreign  entity  either  Controls  New  GX  or  a  Domestic  Communications  Company  or  holds,  directly  or  indirectly,  a  ten  (10)  percent  or  greater  interest  in  New  GX  or  a  Domestic 
 Communications  Company,  unless  the  DOJ,  FBI,  DOD  and  DHS  notify  New  GX  within  said  thirty  (30)  day  period  that  this  Agreement  shall  not  be  suspended  in  order  to  protect 
 U.  S.  national  security,  law  enforcement,  and  public  safety  concerns.  If  this  Agreement  is  not  suspended  pursuant  to  this  provision,  the  DOJ,  FBI,  DOD  and  DHS  agree  to  consider 
 promptly  and  in  good  faith  possible  modifications  to  this  Agreement.  Notwithstanding  anything  to  the  contrary  in  this  Section  8.19,  this  Agreement  shall  remain  in  effect  With 
 respect  to  New  GX  and  the  Domestic  Communications  Companies  for  so  long  as  (and  the  obligations  of  New  GX  and  the  Domestic  Communications  Companies  shall  not  be 
 suspended  and  any  suspension  of  the  obligations  of  New  GX  and  the  Domestic  Communications  Companies  shall  terminate  ii)  ST  Telemedia  or  any  other  foreign  entity 
 shall  either  Control  or  hold,  at  any  time  does  hold,  or  is  a  party  to  an  agreement  to  hold,  directly  or  indirectly,  a  ten  (10)  percent  or  greater  ownership  interest  in  New  GX  or  any 
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 Domestic  Communications  Company  or  any  transferee  or  assignee  of  the  FCC  licenses  or  authorizations  held  by  New  GX  or  a  Domestic  Communications  Company. 

 8.20.  Pledging  of  Stock  or  Assets  of  Domestic  Communications  Companies.  Nothing  in  this  Agreement  shall  be  intepreted  to  prevent  New  GX  from  pledging  the  stock  or  assets 
 of  any  Domestic  Communications  Company  in  connection  with  the  borrowing  of  funds  and  similar  financial  activities  by  New  GX,  nor  shall  such  pledging  of  stock  or  assets  excuse 
 performance  of  the  obligations  in  this  Agreement  by  New  GX  or  any  Domestic  Communications  Company. 

 8.21.  conferred  herein,  shall  be  effective  upon  the  execution  of  this  Agreement  by  all  the  Parties.  Effectiveness  of  Article  8.  This  Article  8,  and  the  obligations  imposed  and  rights 

 --  This  Agreement  is  executed  on  behalf  of  the  Parties:  ---  _______-  l___  l  ______.___-__-___  __- 
 Global  Crossing  Ltd. 

 Date: 

 Date: 
 By:  Printed  Name: 
 Title: 
 GC  Acquisition  Limited 

 Printed  Name:  Title: 
 Singapore  Technologies  Telemedia  Pte  Ltd 
 Date:  .  Printed  Name: 
 Title: 

 United  States  Department  of  Justice 

 Date:  Printed  Name: 
 Title: 

 Federal  Bureau  of  Investigation 
 Date:  Printed  Name: 
 Title: 
40
 Page  35 
 Date: 
 Date: 

 United  States  Department  of  Defense 
 By:  Printed  Name: 
 Title: 
 United  States  Department  of  Homeland  Security 

 By:  Printed  Name: 
 Title: 
41
 This  Agreement  is  executed  on  behalE  of  the  Parties: 
 Printed  Name:  Lee  Theng  IGat  Title;  President  and  ChieEExecutive  Officer 
 United  States  Department  of  Justice  m 

 Dare: 
 Date: 

 Federal  Bureau  of  Investigation 
 Title:  v  w 
 United  States  Department  of  Defense 

 By:  Printed  Name: 
 Title: 
 United  States  Department  of  Bomcland  Securiy 

 By:  Printed  Name: 
 Title: 
42
 --...  --..  .  ...-  :  Sep-  25:  03  03:  46am  From-  --.  --  ----  --  --  I  1-  047  P.  U03/  004  F-  086  ..-  .  .. 
 Page  35  .*. 

 Date: 
 United  States  Department  of  Defense 
 By:  Printed  Nnme: 
 Title: 
 United  Ststes  Department  of  Homeland  Security 
43
 United  States  Dcpartmeot  of  Defense 
 Date: 
 United  States  Depnrtment  of  Homeland  Security 
 By:  Printed  Name: 
 Title: 

 TDTRL 
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 EXHIBIT  A 
 CONDITION  TO  FCC  AUTHORIZATION 
 IT  IS  FURTHER  ORDERED,  that  consent  to  the  transfer  of  control  of  New  GX  and  grant  of  a  declaratory  ruling  pursuant  to  47  U.  S.  C.  0  3  1  O(  b)(  4)  are  subject  to  compliance  with  the 
 provisions  of  the  Agreement  attached  hereto  among  GCL,  New  GX  and  ST  Telemedia,  on  the  one  hand,  and  the  United  States  Department  of  Justice  (the  DOJ),  the  Federal  Bureau  of 
 Investigation  (the  FBI),  the  United  States  Department  of  Defense  (  DOD)  and  the  United  States  Department  of  Homeland  Security  (  DHS),  on  the  other,  dated  ,  which 
 Agreement  is  designed  to  address  national  security,  law  enforcement,  and  public  safety  issues  of  the  DOJ,  the  FBI,  the  DOD  and  the  DHS  regarding  the  authority  granted  herein.  Nothing  in  this 
 Agreement  is  intended  to  limit  any  obligation  imposed  by  Federal  law  or  regulation  including,  but  not  limited  to,  47  U.  S.  C.  0  222(  a)  and  (c)(  l)  and  the  FCCs  implementing  regulations.  -I_ 
 --- 
45