<PAGE>


EXHIBIT 10.1                                             CONFIDENTIAL TREATEMENT
                                                                    REQUESTED BY
                                                     CARRIER1 INTERNATIONAL S.A.

                                                                  EXECUTION COPY

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


                             SHAREHOLDERS AGREEMENT

                                   dated as of

                                November 23, 1999

                                      among



                       The Carlyle entities named herein,

                                   iaxis B.V.,

                          Carrier1 International S.A.,

                      Providence Equity Partners III L.P.,

                  Providence Equity Operating Partners III L.P.

                                       and

                                   Hubco S.A.

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

 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page

<S>                                                                                                             <C>
ARTICLE I.DEFINITIONS.............................................................................................1
         Section 1.1       Definitions............................................................................1
         Section 1.2       Other Definitional Provisions..........................................................9

ARTICLE II.ORGANIZATION AND CAPITALIZATION.......................................................................10
         Section 2.1       Formation of the Company..............................................................10
         Section 2.2       Name..................................................................................10
         Section 2.3       Purpose...............................................................................10
         Section 2.4       Registered Office.....................................................................10
         Section 2.5       Share Capital.........................................................................11
         Section 2.6       Share Register........................................................................11
         Section 2.7       Additional Capital Contributions......................................................12
         Section 2.8       New Capital...........................................................................12
         Section 2.9       Formation of Local Operating Companies................................................14
         Section 2.10      Use of Capital........................................................................14
         Section 2.11      Payment to iaxis carrier services ltd.................................................15
         Section 2.12      Payments to Shareholders..............................................................15
         Section 2.13      Conditions to the Effectiveness of this Agreement.....................................15
         Section 2.14      Conditions to the Initial Capital Contributions.......................................15
         Section 2.15      Conditions to Additional Capital Contributions........................................16

ARTICLE III.MANAGEMENT AND ADMINISTRATION........................................................................17
         Section 3.1       Board of Directors of the Company.....................................................17
         Section 3.2       Requirements for Board Action.........................................................19
         Section 3.3       Officers..............................................................................21
         Section 3.4       Shareholders'Meetings.................................................................22
         Section 3.5       Accounting, Record Keeping and Reporting..............................................24
         Section 3.6       Business Plan.........................................................................26
         Section 3.7       Deposits and Withdrawals of Funds.....................................................26
         Section 3.8       Voting................................................................................26

ARTICLE IV.TRANSFER AND ASSIGNMENT...............................................................................26
         Section 4.1       Transfer of Securities................................................................26
         Section 4.2       Right of First Refusal................................................................28
         Section 4.3       Tag-Along Rights......................................................................30
         Section 4.4       Drag-Along Rights.....................................................................32
         Section 4.5       Liquidity Rights......................................................................34
         Section 4.6       Involuntary Transfers.................................................................36
         Section 4.7       Liability of Transferor...............................................................36
         Section 4.8       Transfers to a Competitor of the Company..............................................36
         Section 4.9       Prohibited Transfers..................................................................37
         Section 4.10      Expenses in Connection with Transfers.................................................37

ARTICLE V.REPRESENTATIONS AND WARRANTIES.........................................................................37
         Section 5.1       Representations and Warranties........................................................37
</TABLE>


                                       i
<PAGE>


<TABLE>
<CAPTION>
<S>                                                                                                             <C>
ARTICLE VI.CONFIDENTIALITY; SATISFACTION OF CONDITIONS...........................................................38
         Section 6.1       Confidentiality.......................................................................38
         Section 6.2       Satisfaction of Conditions............................................................39

ARTICLE VII.DEFAULTS, TRIGGER EVENTS AND REMEDIES................................................................39
         Section 7.1       Defaults..............................................................................39
         Section 7.2       Trigger Events........................................................................40
         Section 7.3       Actions Upon Default..................................................................40
         Section 7.4       Option of Non-Defaulting Shareholders to Purchase Common Shares.......................41

ARTICLE VIII.DEADLOCK............................................................................................43
         Section 8.1       Deadlock..............................................................................43

ARTICLE IX.TERMINATION AND DISSOLUTION...........................................................................43
         Section 9.1       Termination...........................................................................43
         Section 9.2       Winding-up............................................................................43

ARTICLE X.MISCELLANEOUS..........................................................................................44
         Section 10.1      After-Acquired Common Shares..........................................................44
         Section 10.2      Rights of Transferees and Transferors; Requirement to Become a Party..................44
         Section 10.3      Termination on Qualified Public Offering..............................................44
         Section 10.4      Owner of Common Shares................................................................44
         Section 10.5      Tax Elections.........................................................................44
         Section 10.6      Conflict of Terms.....................................................................44
         Section 10.7      Legend................................................................................44
         Section 10.8      Notices...............................................................................45
         Section 10.9      Applicable Law........................................................................45
         Section 10.10     Arbitration...........................................................................45
         Section 10.11     Amendment.............................................................................46
         Section 10.12     Assignment............................................................................46
         Section 10.13     Expenses..............................................................................46
         Section 10.14     Specific Enforcement..................................................................46
         Section 10.15     Headings..............................................................................46
         Section 10.16     Entire Agreement......................................................................46
         Section 10.17     Waivers...............................................................................46
         Section 10.18     Severability..........................................................................47
         Section 10.19     No Third Party Beneficiaries..........................................................47
         Section 10.20     Public Statements.....................................................................47
         Section 10.21     Execution in Counterparts.............................................................47
</TABLE>


                                       ii
<PAGE>


<TABLE>
<CAPTION>
SCHEDULES:

<S>               <C>
Schedule 1        Subscription of Common Shares
Schedule 2        Capital Commitments
Schedule 3        Addresses for Notices

EXHIBITS:

Exhibit A         Articles of Incorporation
Exhibit B         Employment Term Sheet
Exhibit C         Reserved
Exhibit D         iaxis Assignment Agreement
</TABLE>


                                      iii
<PAGE>


                             SHAREHOLDERS AGREEMENT

                  THIS SHAREHOLDERS AGREEMENT, dated as of November 23, 1999,
among (i) the entities whose names appear under the heading "Carlyle" on the
signature pages hereof (collectively referred to as "Carlyle"), (ii) iaxis B.V.,
a corporation organized under the laws of the Netherlands ("iaxis"), (iii)
Carrier1 International S.A., a Luxembourg Societe Anonyme ("Carrier1"), (iv)
Providence Equity Partners III, L.P., a limited partnership organized under the
laws of Delaware, and Providence Equity Operating Partners III, L.P., a limited
partnership organized under the laws of Delaware, (collectively referred to as
"Providence"), and (v) Hubco S.A. a Luxembourg Societe Anonyme (the "Company").

                              W I T N E S S E T H:

                  WHEREAS, in connection with the establishment of the Company
and the parties' desire to develop, own and operate the Company Business, the
parties hereto desire to set forth certain understandings regarding the
relationship (a) between the Company and the Shareholders and (b) among the
Shareholders;

                  WHEREAS, the operation of the Company is dependent on the
network and technical expertise of the Shareholders;

                  NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants and agreements hereinafter set forth, which the parties
hereto agree is good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

Section 1.1 DEFINITIONS. As used herein, the following terms shall have the
following meanings:

                  "ACQUIROR" shall have the meaning set forth in Section 4.5(a).

                  "ADDITIONAL CAPITAL CONTRIBUTION" shall mean, with respect to
any Shareholder, any contribution by such Shareholder to the Company in
accordance with the terms of Section .7.

                  "ADDITIONAL SHARES" shall have the meaning set forth in
Section 4.3(d).

                  "AFFILIATE" shall mean, with respect to any Person, any other
Person which directly or indirectly through one or more intermediaries controls,
is controlled by or is under common control with, such Person; provided that the
Company shall not be treated as an Affiliate of any Shareholder. For purposes of
this Agreement, the term "control" (and the derivative terms "controlling" and
"controlled") shall mean the possession, directly or indirectly, of the power to
elect or cause the election of a majority of the directors or managers of a
Person, whether through


<PAGE>


the ownership of voting securities, by contract or otherwise; PROVIDED that (i)
beneficial ownership of [*] or more of the Voting Stock of a Person shall be
deemed to be control and (ii) the general partner of a limited partnership and
the managing member of a limited liability company shall be deemed to control
such limited partnership or limited liability company, as the case may be.

                  "AFFILIATE AGREEMENT" shall mean any agreement executed by the
Company or a Subsidiary of the Company (a) to which a Shareholder, or any
Affiliate thereof is also a party or (b) in which a Shareholder, or any
Affiliate thereof has a substantial financial interest.

                  "AGREEMENT" shall mean this Shareholders Agreement, as further
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof.

                  "ARTICLES OF INCORPORATION" shall mean the Articles of
Incorporation of the Company substantially in the form of Exhibit A.

                  "AUCTION" shall have the meaning set forth in Section 4.5(a).

                  "AUCTIONEER" shall have the meaning set forth in Section
4.5(c).

                  "BOARD OF DIRECTORS" shall have the meaning set forth in
Section 3.1(a).

                  "BUSINESS DAY" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in London or New York City are
authorized or obligated by law or executive order to close.

                  "BUSINESS PLAN" shall mean the business plan for the Company
adopted pursuant to Section 3.6, as amended, supplemented or otherwise modified
from time to time in accordance with the terms hereof.

                  "CAPITAL CALL DATE" shall mean each Business Day on which the
Shareholders are requested by the Company to make an Additional Capital
Contribution to the Company, which Business Day (a) shall be specified by the
Company in a Capital Call Notice delivered by the Company to each of the
Shareholders and (b) shall be no less than fifteen (15) Business Days from the
date of delivery of such Capital Call Notice by the Company.

                  "CAPITAL CALL NOTICE" shall mean a written notice requesting
that Additional Capital Contributions be made by the Shareholders to the
Company, which notice shall (a) be delivered by the Company to each Shareholder,
(b) call for contributions to the Company by the Shareholders of all or a
portion of their Additional Capital Contributions, (c) specify the Capital Call
Date on which such Additional Capital Contributions are to be made and (d)
specify the account of the Company to which the Additional Capital Contributions
should be made available, all in accordance with Section 2.7.

 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       2
<PAGE>


                  "CAPITAL COMMITMENT" shall mean, with respect to each
Shareholder, the sum of its Initial Capital Contribution and its "Maximum
Additional Capital Commitments" as set forth on Schedule 2.

                  "CAPITAL CONTRIBUTION" shall mean, with respect to any
Shareholder, any contribution by such Shareholder to the Company in accordance
with the terms of Section 2.7 or Section 2.8.

                  "CAPITAL EXPENDITURE" shall mean for any period, with respect
to the Company, any expenditure by the Company or any Subsidiary thereof for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets
or additions to equipment (including replacements, capitalized repairs and
improvements during such period) which should be capitalized under U.S. GAAP on
a consolidated balance sheet of the Company and any Subsidiaries thereof.

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

                  "CARRIER INVESTORS" shall mean each of iaxis and Carrier1.

                  "CASH EQUIVALENTS" shall have the meaning set forth in Section
4.2(g).

                  "CHAIRMAN OF THE BOARD" shall have the meaning set forth in
Section 3.1(d).

                  "CLOSING DATE" shall mean the date on which the Initial
Capital Contribution is funded.

                  "COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.

                  "COMMON SHARES" shall mean (a) the $2.00 par value common
stock of the Company, (b) any security or other instrument (i) received as a
dividend on, or other payment made to holders of, such stock (or any security or
other instrument referred to in this definition) or (ii) issued in connection
with a split of such stock (or any security or other instrument referred to in
this definition) or as a result of any exchange or reclassification of such
stock (or any security or other instrument referred to in this definition),
reorganization, recapitalization, consolidation or merger, (c) any option,
warrant or right to acquire such stock (or any security or other instrument
referred to in this definition) and (d) any security or other instrument
exchangeable for, or convertible into, such stock (or any security or other
instrument referred to in this definition).

                  "COMPANY" shall have the meaning set forth in the preamble
hereto.

                  "COMPANY BUSINESS" shall have the meaning set forth in Section
2.3.


                                       3
<PAGE>


                  "COMPETITOR" means any Person, directly or indirectly, engaged
(whether by way of ownership, (other than as a holder of not in excess of [*] of
the outstanding voting shares of any publicly traded company) or, as a provider
of services or otherwise) in a Restricted Business.

                  "CONFIDENTIAL INFORMATION" shall have the meaning set forth in
Section 6.1.

                  "DEADLOCK" shall have the meaning set forth in Section 8.1.

                  "DEADLOCK NOTICE" shall have the meaning set forth in Section
8.1.

                  "DEFAULT NOTICE" shall have the meaning set forth in Section
7.1.

                  "DEFAULTED SHARES" shall have the meaning set forth in Section
7.4(a).

                  "DEFAULTING SHAREHOLDER" shall mean, as of any date of
determination, any Shareholder as to which an Event of Default shall have
occurred and be continuing.

                  "DIRECTOR" shall have the meaning set forth in  Section
3.1(a).

                  "DIRECTOR DESIGNEES" shall have the meaning set forth in
Section 3.1(a).

                  "DOLLARS" and "$" shall mean the lawful currency of the United
States of America.

                  "DRAG-ALONG NOTICE" shall have the meaning set forth in
Section 4.4(b).

                  "DRAG-ALONG NOTICE DATE" shall have the meaning set forth in
Section 4.4(b).

                  "DRAG-ALONG SALE" shall have the meaning set forth in Section
4.4(a).

                  "DRAG-ALONG SALE DATE" shall have the meaning set forth in
Section 4.4(b).

                  "EMPLOYMENT AGREEMENT" shall have the meaning set forth in
Section 2.14(d).

                  "EVENT OF DEFAULT" shall have the meaning set forth in Section
7.1.

                  "FAIR MARKET VALUE" shall mean with respect to any asset or
property other than Common Shares, the price that could be negotiated in an
arms-length free market transaction, for cash, between a willing seller and a
willing buyer, as determined by the Board of Directors of the Company acting in
good faith.

                  "FAIR MARKET VALUE OF COMMON SHARES" shall have the meaning
set forth in Section 4.5(f).

 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       4
<PAGE>


                  "FISCAL QUARTER" shall mean each fiscal quarter comprising a
portion of any Fiscal Year.

                  "FISCAL YEAR" shall mean the accounting year of the Company
commencing each year on January 1 and ending on the following December 31, or
such other accounting year as the Company may from time to time adopt. The
Fiscal Year may differ from the Company's taxable year.

                  "FULLY SUBSCRIBED SHAREHOLDER" shall have the meaning set
forth in Section 2.8(e).

                  "FURTHER CAPITAL NOTICE" shall have the meaning set forth in
Section 2.8(e).

                  "GRANDFATHERED PROPERTY" shall have the meaning given such
term in the Strategic Anchor Tenant Agreements.

                  "IAXIS ASSIGNMENT AGREEMENT" shall have the meaning set forth
in Section 2.14(e).

                  "INDEBTEDNESS" shall mean, for any Person, all indebtedness of
such Person (i) for borrowed money or for the deferred purchase price of
property or services, (ii) which is evidenced by any note, bond, debenture or
similar instrument or (iii) which consists of a lease of property by such Person
that, in conformity with U.S. GAAP, should be accounted for as a capital lease
on a balance sheet of such Person, and includes all guarantees or similar
contingent obligations of such Person in respect of Indebtedness of another
Person.

                  "INDEPENDENT ACCOUNTANTS" shall mean such internationally
recognized accounting firm as may be selected from time to time by the Board of
Directors.

                  "INDEPENDENT APPRAISER" shall have the meaning set forth in
Section 4.2(d).

                  "INITIAL CAPITAL CONTRIBUTION" shall have the meaning set
forth in Section 2.5(b).

                  "INITIATING SHAREHOLDERS" shall have the meaning set forth in
Section 4.4(a).

                  "INVOLUNTARY TRANSFER NOTICE" shall have the meaning set forth
in Section 4.6.

                  "MANAGEMENT DIRECTOR" shall have the meaning set forth in
Section 3.1(a).

                  "MANAGEMENT SHAREHOLDERS AGREEMENT" shall have the meaning set
forth in Section 2.14(d).

                  "MARKETABLE SECURITIES" shall have the meaning set forth in
Section 4.2(g).

                  "NEW CAPITAL" shall have the meaning set forth in Section
2.8(a).

                  "NEW CAPITAL NOTICE" shall have the meaning set forth in
Section 2.8(c).

                  "NON-DEFAULTING SHAREHOLDER" shall have the meaning set forth
in Section 7.1(c).


                                       5
<PAGE>


                  "NON-VOTING SHARES" shall have the meaning set forth in
Section 2.5(a).

                  "NOTICE" shall have the meaning set forth in Section 4.2(a).

                  "NOTICE DATE" shall have the meaning set forth in Section
4.3(c).

                  "OFFEREE" shall have the meaning set forth in Section 4.2(a).

                  "OFFEREE ELECTION NOTICE" shall have the meaning set forth in
Section 4.2(b).

                  "OFFEREE ELECTION NUMBER" shall have the meaning set forth in
Section 4.2(b).

                  "OFFERED SHARES" shall have the meaning set forth in Section
4.2(a).

                  "OFFEROR" shall have the meaning set forth in Section 4.2(a).

                  "OFFICERS" shall have the meaning set forth in Section 3.3(a).

                  "OTHER HOLDERS" shall have the meaning set forth in Section
4.3(a).

                  "PERMITTED TRANSFEREE" shall have the meaning set forth in
Section 4.1(b).

                  "PERSON" shall mean any individual, partnership, joint
venture, corporation, limited liability company, limited duration company,
limited life company, association, trust or other enterprise.

                  "PRINCIPAL EXECUTIVE OFFICER" shall mean any of the President,
the Chief Executive Officer, the General Counsel, the Chief Financial Officer,
the Chief Operating Officer and each Senior Vice President (or the equivalent
thereof) of the Company.

                  "PRO RATA SHARE" shall have the meaning set forth in Section
4.2(b).

                  "PURCHASE NOTICE" shall have the meaning set forth in Section
4.2(b).

                  "QUALIFIED PUBLIC OFFERING" shall mean a firm commitment
underwritten public offering (underwritten by an underwriter or underwriters of
recognized national or international standing) in which Common Shares are
approved for listing on the New York Stock Exchange, the NASDAQ National Market,
the London Stock Exchange or the Frankfurt Stock Exchange, covering the offer
and sale of Common Shares for the account of the Company in which the aggregate
public offering price (before deduction of underwriters' discounts and
commissions) equals or exceeds $50,000,000 and the public offering price per
share of which equals or exceeds three (3) times the Subscription Price per
share, before deduction of underwriters' discounts and commissions (such price
per share of Common Shares to be appropriately adjusted to reflect adjustments
for stock-splits, stock dividends, recapitalizations or other similar
transactions after the Closing Date).

                  "REGISTER" shall mean the Register of Shareholders of the
Company.


                                       6
<PAGE>


                  "REGISTERED OFFICE" shall have the meaning set forth in
Section 2.4.

                  "REGISTRATION RIGHTS AGREEMENT" shall mean the Registration
Rights Agreement, dated as of the date hereof, by and among the Shareholders and
the Company, as the same shall be amended from time to time.

                  "REQUIRED SALE" shall have the meaning set forth in Section
4.5(c).

                  "REQUIRED SALE CLOSING DATE" shall have the meaning set forth
in Section 4.5(e).

                  "REQUIRED SALE NOTICE" shall have the meaning set forth in
Section 4.5(e).

                  "RESTRICTED BUSINESS" shall mean

                                         [*]



                  "SALE NOTICE" shall have the meaning set forth in Section
4.3(c).

                  "SECTION 4.5 MINIMUM PRICE" shall have the meaning set forth
in Section 4.5(b).

                  "SECTION 4.5 NOTICE" shall have the meaning set forth in
Section 4.5(b).

                  "SECTION 4.5 OFFER" shall have the meaning set forth in
Section 4.5(b).

                  "SECTION 4.5 OFFER PERIOD" shall have the meaning set forth in
Section 4.5(b).

                  "SECTION 4.5 SELLER" shall have the meaning set forth in
Section 4.5(a).

 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       7
<PAGE>


                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  "SELLING SHAREHOLDER" shall have the meaning set forth in
Section 4.3(a).

                  "SHARE CAPITAL DEPOSIT" shall have the meaning set forth in
Section 2.5(a).

                  "SHARE PERCENTAGE" shall mean, at any time with respect to any
Shareholder, the percentage which the number of Common Shares owned by such
Shareholder then constitutes of the aggregate number of Common Shares then
outstanding.

                  "SHAREHOLDER" shall mean each of Carlyle, iaxis, Providence
and Carrier1, upon the execution by each of this Agreement, and each other
Person, if any, that hereafter becomes a party to this Agreement after becoming
a shareholder of the Company. A Shareholder that transfers all of its Common
Shares in the Company in accordance with the provisions of this Agreement shall
cease to be a Shareholder.

                  "SHAREHOLDERS' ALLOTMENT" shall have the meaning set forth in
Section 4.3(a).

                  "SHAREHOLDERS' SHARES" shall have the meaning set forth in
Section 4.3(a).

                  "SPACE" shall have the meaning given such term in the
Strategic Anchor Tenant Agreements.

                  "SPECIAL PURPOSE SHAREHOLDER" shall have the meaning set forth
in Section 4.1(e).

                  "STRATEGIC ANCHOR TENANT AGREEMENTS" shall mean those certain
Strategic Anchor Tenant Agreements by and among the Company, on the one hand,
and iaxis and Carrier1, on the other hand, dated as the date hereof, as the same
shall be amended from time to time.

                  "SUBSCRIPTION NOTICE" shall have the meaning set forth in
Section 2.8(d).

                  "SUBSCRIPTION PRICE" shall mean, with respect to the Common
Shares subscribed by each initial Shareholder, the amount listed by such initial
Shareholder for such Common Shares as set forth on Schedule 1 under the heading
"Total Purchase Price."

                  "SUBSIDIARY" shall mean, as to any person, (a) any corporation
more than [*] of whose stock of any class or classes having by terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such person and/or one or
more Subsidiaries of such person and (b) any partnership, association, joint
venture, limited liability

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       8
<PAGE>


company or other entity in which such person and/or one or more Subsidiaries of
such person have more than a [*] equity interest therein.

                  "SUPERMAJORITY BOARD APPROVAL" shall have the meaning set
forth in Section 3.2(b).

                  "SUPERMAJORITY SHAREHOLDER APPROVAL" shall have the meaning
set forth in Section 3.4(f).

                  "TAG-ALONG NOTICE" shall have the meaning set forth in Section
4.3(d).

                  "TAG-ALONG SALE" shall have the meaning set forth in Section
4.3(a).

                  "TAG-ALONG SALE DATE" shall have the meaning set forth in
Section 4.3(c).

                  "TERMINATION EVENT" shall have the meaning set forth in
Section 9.1.

                  "THIRD PARTY" shall have the meaning set forth in Section
4.4(a).

                  "THIRD PARTY PROPOSAL" shall have the meaning set forth in
Section 4.4(f).

                  "TRANSACTION DOCUMENTS" shall mean, collectively, this
Agreement, the Strategic Anchor Tenant Agreements, the Registration Rights
Agreement, the Employment Agreements, the Management Shareholders Agreement, the
iaxis Assignment Agreement and each other agreement entered into by any party
hereto or any Affiliate thereof pursuant to or in connection with this
Agreement.

                  "TRANSFER" shall have the meaning set forth in Section 4.1(a).

                  "TRIGGERING NOTICE" shall have the meaning set forth in
Section 8.1.

                  "U.S. GAAP" shall mean generally accepted accounting
principles in the United States of America in effect from time to time as of the
relevant date of determination.

                  "VOTING STOCK" of any Person as of any date shall mean the
Capital Stock of such Person that is at the time entitled to vote in the
election of the Board of Directors of such Person.

                  Section 1.2       OTHER DEFINITIONAL PROVISIONS.

                  (a) Unless otherwise specified therein, all terms defined
in this Agreement shall have the defined meanings when used in any other
document made or delivered pursuant hereto.

                  (b) The words "hereof," "herein," "hereto" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       9
<PAGE>


any particular provision of this Agreement, and Article, Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.

                  (c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (d) Except as otherwise specified herein, each reference in
this Agreement to a Transaction Document shall be deemed (i) to include all
exhibits, annexes, schedules or other attachments thereto and (ii) to refer to
such Transaction Document as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms and the terms of this
Agreement.

                  (e) Each reference in this Agreement to a Person shall be
deemed to include such Person's permitted successors and assigns.

                  (f) The use of the word "including" in this Agreement means
"including, without limitation."

                                  ARTICLE II.
                         ORGANIZATION AND CAPITALIZATION

                  Section 2.1  FORMATION OF THE COMPANY. The Company was
incorporated under the laws of Luxembourg on November 19, 1999. Subject to the
terms and conditions hereof and the Articles of Incorporation, the Shareholders
have established the Company as a Societe Anonyme under the laws of Luxembourg.
The Shareholders have taken, or have caused to be taken, all such actions as may
be required under the laws of Luxembourg in connection with the formation of the
Company on the terms and conditions set forth herein, and the Shareholders agree
to take, or cause to be taken, all such actions as may be required under the
laws of Luxembourg in connection with the continuation of the Company on the
terms and conditions set forth herein. The Company shall have an unlimited
duration unless terminated or dissolved earlier in accordance with the terms of
this Agreement.

                  Section 2.2  NAME. The name of the Company shall be "Hubco
S.A."

                  Section 2.3  PURPOSE. The Company's business shall be,
directly or through Subsidiaries, the acquisition, leasing, development, active
full-service operation and provision of facilities in Europe for the purpose of
housing telecommunications and/or data equipment and all business related or
reasonably incidental thereto, and the Company may take any and all actions
necessary, appropriate or consistent therewith (collectively, the "Company
Business"). The Company shall not engage in any business other than the Company
Business unless the Board of Directors, by Supermajority Board Approval, and the
Shareholders, by Supermajority Shareholder Approval, grant their approval to
engage in such other business.

                  Section 2.4  REGISTERED OFFICE. The address of the Company's
registered office in Luxembourg shall be 3 Bd Prince Henri, L-1724 Luxembourg
(the "Registered Office"). The Company's Registered Office may be changed at any
time by a vote of the Board of Directors in accordance with Section 3.2(a).


                                       10
<PAGE>


                  Section 2.5  SHARE CAPITAL.

                  (a) Each party acknowledges that upon the formation of the
Company, Carrier1 contributed $10,000 to satisfy the minimum share capital
deposit (the "Share Capital Deposit") required by Luxembourg law. Promptly
after the execution of this Agreement, the Shareholders shall cause to be
approved and filed an amendment to the Articles of Incorporation, and shall
take or cause to be taken all other actions necessary to create a class of
stock of the Company, par value $2.00 per share, without any voting rights,
except as may be required by Luxembourg law ("Non-Voting Shares"). To the
extent required by Luxembourg law, Non-Voting Shares shall have the right to
receive preferential dividends at a rate equal to 0.1% of its par value and a
liquidation preference equal to $.01 per share.

                  (b) Except as set forth in Section 2.5(c) below and subject to
Section 2.14, each Shareholder agrees to pay to the Company the Subscription
Price (as to each Shareholder, its "Initial Capital Contribution") by wire
transfer of immediately available funds to such account or accounts as the
Company shall have designated in writing, less any amounts previously paid by
such Shareholder as part of the Share Capital Deposit, and in consideration
therefor the Company shall issue to each Shareholder the number of Common Shares
set forth opposite such Shareholder's name on Schedule 1.

                  (c) Upon the request of Carlyle and Providence, the Parties
agree to form a Gibraltar limited liability company or corporation or an entity
organized in such other jurisdiction as Carlyle and Providence may in good faith
determine to be suitable ("Gibraltarco"). Subject to Section 2.14, and in lieu
of Section 2.5(b), each Shareholder agrees to pay to Gibraltarco its Initial
Capital Contribution. At the time selected by Carlyle and Providence, each
Shareholder shall contribute its shares in Gibraltarco to the Company in
exchange for the issuance by the Company to such Shareholder of the same number
of Common Shares. Upon the request of Carlyle and Providence, the parties will
follow the procedures set forth in this Section 2.5(c) for any Additional
Capital Contributions.

                  (d) All Common Shares shall be identical and shall entitle the
holders thereof to the same rights and privileges. The Shareholders shall have
no personal liability for the debts or liabilities of the Company and shall not
be required to contribute to the assets of the Company on a winding up of the
business of the Company.

                  Section 2.6  SHARE REGISTER.

                  (a) All Common Shares will be issued in registered form only.
All issued Common Shares shall be registered in the Register which shall be kept
by the Secretary of the Company or by one or more persons designated for such
purpose by the Secretary of the Company and the Register shall contain the name
of each shareholder of the Company, its address including its country of
residence or elected domicile, the number of Common Shares held by it,



                                       11
<PAGE>


the amount paid or agreed to be considered as paid on the Common Shares, the
date on which each Shareholder was entered into the Register and the date at
which any Shareholder ceased to be a member for one year after such Shareholder
was entered into the Register.

                  (b) Transfer of Common Shares shall be made in accordance with
the terms of this Agreement and the Articles of Incorporation, and shall be
effected by written instrument of transfer to be inscribed in the Register, such
instrument to be dated and signed by the transferor and the transferee or by
persons holding suitable powers of attorney to act therefor. The Board of
Directors shall accept and enter into the Register any Transfer effected in
accordance with the terms of this Agreement and the Articles of Incorporation
and pursuant to an agreement or agreements between the transferor and the
transferee, true and complete copies of which shall have been delivered to the
Company.

                  (c) Every Shareholder must provide the Secretary of the
Company with an address to which all notices and announcements from the Company,
the Board of Directors or other Shareholders may be sent. Such address will also
be entered in the Register. Any Shareholder may, at any time, change its address
as entered in the Register by means of a written notification to the Registered
Office and, for so long as the Registered Office and principal place of business
are not the same address, also by written notification to the principal place of
business or to such other address as may be set by the President from time to
time.

                  Section 2.7  ADDITIONAL CAPITAL CONTRIBUTIONS.

                  (a) Each Shareholder agrees to make Additional Capital
Contributions in cash from time to time to the Company in an aggregate amount
not to exceed the amount set forth opposite its name under the heading "Maximum
Additional Capital Commitments" on Schedule 2. At any time and from time to time
after the date hereof, on any Capital Call Date, subject to the fulfillment of
the conditions set forth in Section 2.15, each Shareholder shall contribute to
the Company such portion of its unfunded Additional Capital Contributions as
shall be specified by the Company in the Capital Call Notice delivered with
respect to such Capital Call Date; provided, however, that in no event shall any
Shareholder be required to make capital contributions in excess of its Capital
Commitment.

                  (b) In delivering a Capital Call Notice, the Company (i) will
call for Additional Capital Contributions from all Shareholders simultaneously
and pro rata in accordance with each Shareholder's Share Percentage and (ii)
will call only for such Additional Capital Contributions as are approved
pursuant to Section 3.2(b)(x).

                  (c) Additional Capital Contributions by the Shareholders shall
be made in Dollars by wire transfer of immediately available funds to the
account of the Company specified in the relevant Capital Call Notice. No
Shareholder shall be entitled to any interest or compensation by reason of its
Additional Capital Contributions or by reason of serving as a Shareholder. No
Shareholder shall be required to lend any funds to the Company.

                  Section 2.8  NEW CAPITAL.


                                       12
<PAGE>

                  (a) In the event that the Company from time to time requires
capital in addition to the aggregate Capital Commitments and the Board of
Directors approves pursuant to Section 3.2(b)(x) the raising of additional
capital ("New Capital") by the Company, and such issuance satisfies the other
requirements of Luxembourg law, each Shareholder shall have the preferential
right to subscribe to such New Capital in proportion to its Share Percentage as
of the date of the notice described in Section 2.8(c).

                  (b) The Shareholders acknowledge and agree that upon the
written request of any Shareholder, the Board of Directors shall promptly
determine, in its sole discretion, whether or not to approve the issuance of New
Capital and the terms of such New Capital.

                  (c) Promptly following a decision of the Board of Directors to
issue New Capital, the Company shall provide to each Shareholder a written
notice (a "New Capital Notice") specifying the total amount of the New Capital
proposed to be issued and the amount and terms of such New Capital for which
each Shareholder is entitled to subscribe.

                  (d) For a period of thirty (30) days following the date of the
New Capital Notice, each Shareholder may elect by written notice to the Company
(a "Subscription Notice") to subscribe for all or any portion of that amount of
New Capital for which the Shareholder is entitled to subscribe as set forth in
the New Capital Notice.

                  (e) At the end of such thirty (30) day period, (i) the Company
shall give to each Shareholder written notice of which Shareholders have
subscribed for New Capital and the amount of such New Capital for which each
such Shareholder has subscribed and (ii) in the event that any Shareholder does
not subscribe for the full amount of New Capital for which such Shareholder is
entitled to subscribe, the Company shall give to each Shareholder that had
subscribed for the full amount of New Capital for which it was entitled to
subscribe (a "Fully Subscribed Shareholder") written notice (a "Further Capital
Notice") specifying the amount of such unsubscribed New Capital. For a period of
fifteen (15) days from the date of any Further Capital Notice, each Fully
Subscribed Shareholder may elect, by giving a Further Subscription Notice to the
Company, to subscribe for all or any portion of the additional unsubscribed New
Capital, which shall be allocated in the following order of priority: first,
ratably to the Fully Subscribed Shareholders in accordance with each Fully
Subscribed Shareholder's Share Percentage, to the extent the Fully Subscribed
Shareholders have elected to do so and second, if any Fully Subscribed
Shareholders have subscribed for more unsubscribed New Capital than has been
allocated pursuant to the clause first above, ratably to such Fully Subscribed
Shareholders in accordance with the unfulfilled subscriptions of such Fully
Subscribed Shareholders.

                  (f) Each Subscription Notice shall constitute a binding
commitment of the Shareholder giving such notice to purchase from the Company
the amount of New Capital set forth therein, at the price, by the date and on
the terms and conditions set forth in the New Capital Notice or the Further
Capital Notice, as the case may be, and shall be enforceable by the Company
against the subscribing Shareholder.

                  (g) After completion of the procedure set forth in Section
2.8(e), the Company may issue any New Capital not subscribed for by the
Shareholders pursuant to this Section 2.8 to


                                       13
<PAGE>


any other Person; provided that such issuance shall have first been approved by
the Shareholders as required by Section 3.4(f)(iv).

                  (h) Contemporaneously with the delivery to the Company of the
New Capital, the Company shall, and the Shareholders agree to take all actions
necessary to cause the Company to, execute all certificates, instruments,
amendments and other documents and take such other actions as are reasonably
necessary or desirable to issue the New Capital.

                  (i) The number of Common Shares to be issued in connection
with such New Capital shall be determined by the Board of Directors promptly
following the approval by the Shareholders in accordance with Section 3.4(f)(iv)
of a decision to issue New Capital.

                  (j) The preferential rights of the Shareholders in this
Section 2.8 shall not apply with respect to issuance of options, warrants or
other rights to purchase Common Shares pursuant to an employee incentive plan
approved by Supermajority Board Approval of the Board of Directors.

                  Section 2.9  FORMATION OF LOCAL OPERATING COMPANIES. From time
to time, the Board of Directors in accordance with Section 3.2 and the Business
Plan may cause the Company to establish local operating companies to conduct the
Company Business within particular countries. The Shareholders agree to cause
the Company to form such Subsidiaries in a manner that permits such Subsidiaries
to be treated as partnerships or disregarded entities for United States federal
income tax purposes and conduct its business operations through such
Subsidiaries and branches so as to minimize the overall tax burden to the
Shareholders collectively.

                  Section 2.10  USE OF CAPITAL. Capital will be used for
purposes as the Board of Directors shall determine in accordance with Section
3.2.


                                       14
<PAGE>


                  Section 2.11  PAYMENT TO IAXIS CARRIER SERVICES LTD.
Concurrently with the payment of the Subscription Price by iaxis, the Company
shall cause one or more of its Subsidiaries to pay [*] to iaxis carrier services
ltd. and [*] to iaxis for services rendered to such Subsidiaries in connection
with the identification, analysis and selection of facilities, and iaxis shall
enter into, and cause iaxis carrier services ltd. to enter into, and the Company
or its designated Subsidiary shall enter into, the iaxis Assignment Agreement.

                  Section 2.12  PAYMENTS TO SHAREHOLDERS. Concurrently with the
payment of the Subscription Price by the Shareholders and in recognition of
services performed by the Shareholders or their Affiliates in connection with
the formation of the Company: (a) the Company shall pay to each of the
Shareholders (or their designees) a transaction fee equal to [*] of the
Subscription Price for such Shareholder and (b) each of the Shareholders (or
their designees) shall be reimbursed by the Company for reasonable expenses
(with written documentation showing reasonable detail of such expenses), not to
exceed [*] incurred in drafting and negotiating the Transaction Documents and
forming the Company. At the time a Shareholder makes an Additional Capital
Contribution, the Company shall pay such Shareholder (or its designees) a
transaction fee equal to [*] of such Additional Capital Contribution.

                  Section 2.13  CONDITIONS TO THE EFFECTIVENESS OF THIS
AGREEMENT. This Agreement shall become effective upon its execution by
Shareholders whose Capital Commitments collectively constitute at least [*] of
the aggregate amount of all Capital Commitments set forth on Schedule 2, even if
not executed by one or more Persons whose names appear on the signature pages
hereof. No Person whose name appears on the signature pages hereof and who does
not execute this Agreement on the date hereof shall have the right to execute
this Agreement at any later date.

                  Section 2.14  CONDITIONS TO THE INITIAL CAPITAL CONTRIBUTIONS.
The obligations of each of the Shareholders to make its Initial Capital
Contribution are subject to the fulfillment of the following conditions:

                  (a) Such Shareholder shall have received copies of the
Company's Articles of Incorporation and resolutions of the Board of Directors,
approving the execution and delivery of the Transaction Documents and the
transactions contemplated hereby, including, without limitation, the
authorization and issuance of the Common Shares on the terms set forth herein.

                  (b) No action shall have been taken and no statute, rule,
regulation or order shall have been enacted or entered by any governmental body,
agency or by any court with jurisdiction over the transactions contemplated
herein with requisite authority, to prohibit or unduly delay consummation of the
acquisition of the Common Shares contemplated by this Agreement.

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       15
<PAGE>


                  (c) Such Shareholder shall have received such opinions from
counsel for the Company and from counsel to the other Shareholders as such
Shareholder may reasonably request.

                  (d) Thor Geir Ramleth shall have executed and delivered an
employment and non-competition agreement and assignments of proprietary
information (the "Employment Agreement") substantially in the form of the term
sheet attached as Exhibit B, and a management shareholders agreement (the
"Management Shareholders Agreement") containing the terms set forth in Exhibit
B, and Ken Davies shall have executed and delivered an employment agreement in a
form reasonably satisfactory to the Shareholders, provided, however, that the
foregoing condition may be waived by Shareholders that would, after giving
effect to the Initial Capital Contributions, hold at least [*] of the
outstanding Common Shares held by all Shareholders.

                  (e) iaxis shall have executed and delivered an assignment
agreement with respect to the assets described therein (the "iaxis Assignment
Agreement") substantially in the form attached hereto as Exhibit D.

                  (f) The Company shall have obtained directors' and officers'
insurance in amounts and on terms in form and substance reasonably satisfactory
to the Investors,

                  (g) Since the date of this Agreement, there shall not have
been any material adverse change, either individually or in the aggregate, with
respect to the business, financial condition, operations, assets, liabilities,
personnel or prospects of the Company and to the knowledge of the Company there
shall not have occurred any event which could reasonably be expected to result
in such a material adverse change.

                  (h) The Articles of Incorporation shall have been amended to
authorize a class of Non-Voting Shares.

                  Section 2.15  CONDITIONS TO ADDITIONAL CAPITAL CONTRIBUTIONS.
The obligations of each of the Shareholders to make any Additional Capital
Contribution are subject to the fulfillment of the following conditions:

                  (a) Each Shareholder shall have fully funded its Initial
Capital Contribution.

                  (b) The Capital Call Notice for such Additional Capital
Contribution shall have been approved by the Board of Directors in accordance
with Section 3.2(b)(x).

                  (c) No action shall have been taken and no statute, rule,
regulation or order shall have been enacted or entered into by any governmental
body, agency or by any court with jurisdiction over the transactions
contemplated herein with requisite authority, to prohibit or

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       16
<PAGE>


unduly delay consummation of the acquisition of the Common Shares contemplated
by this Agreement.


                                  ARTICLE III.
                          MANAGEMENT AND ADMINISTRATION

                  Section 3.1  BOARD OF DIRECTORS OF THE COMPANY.

                  (a) The Company shall be managed by a board of directors (the
"Board of Directors") consisting of eight (8) directors (each, a "Director").
Three (3) of the initial Directors shall be nominated by Carlyle, two (2) of the
initial Directors shall be nominated by Providence, one (1) of the initial
Directors shall be nominated by iaxis, and one (1) of the initial Directors
shall be nominated by Carrier1. One (1) of the initial Directors (the
"Management Director") shall be the Chief Executive Officer or, in his absence,
such other Principal Executive Officer elected by Supermajority Shareholder
Approval. Directors nominated by a Shareholder shall be referred to as such
Shareholder's "Director Designees." In the event that a Shareholder:

                        (i)   ceases to own at least 10% of the Common Shares
                              outstanding at any time,

                        (ii)  becomes a Defaulting Shareholder, or

                        (iii) Transfers Common Shares as provided in Section
                              4.8,

then, in any such case, such Shareholder shall have no right to nominate
Director Designee(s).

                  (b) Each of the Shareholders hereby agrees to vote in favor of
the Director Designees of each other Shareholder (provided that such Shareholder
has made timely payment of its Initial Capital Contribution) for positions on
the Board of Directors. The Director Designees of Carlyle shall initially be:
Frank Yeary, Gabe Finke and Brooke Coburn. The Director Designees of Providence
shall initially be: Glenn Creamer and Alexander Evans. The Director Designee of
iaxis shall initially be Abteen Sai. The Director Designee of Carrier1 shall be
Terje Nordahl. The Management Director shall be Thor Geir Ramleth. Each
Shareholder agrees not to take any action to remove a Director Designee other
than in accordance with (i) the following sentence, (ii) Section 3.1(a) if a
Shareholder ceases to own at least 10% of the Common Shares outstanding, (iii)
Section 4.8 or (iv) Section 3.1(a) if a Shareholder becomes a Defaulting
Shareholder. As soon as practicable after receipt of a written request from a
Shareholder to remove a Director Designee of such Shareholder, the other
Shareholders agree to take, or cause to be taken by their Director Designees,
all appropriate action to effect the removal of such Director Designee. Upon the
removal of a Director Designee pursuant to the preceding sentence or the
resignation or death of a Director Designee, the Shareholder nominating such
Director Designee shall designate a replacement Director Designee, and the other
Shareholders agree to take, or cause to be taken by their respective Director
Designees, as soon as practicable after receipt of such designation, all
appropriate action to effect the election of such replacement Director Designee.
Directors of Subsidiaries of the Company shall be appointed in a similar manner.


                                       17
<PAGE>

                  (c) Except as necessary to remove a Director in accordance
with Section 3.1(a), each Shareholder shall vote against or withhold consent
from any proposal to amend the Articles of Incorporation in order to change the
composition or character of the Board of Directors as set forth in this Section
3.1.

                  (d) A Chairman of the Board of Directors (the "Chairman of the
Board") shall be elected by Supermajority Board Approval. The Chairman of the
Board shall preside over meetings of the Board of Directors but shall otherwise
have no additional voting or other rights in his capacity as such, including in
connection with any matters submitted to or voted upon by the Board of
Directors. In the absence of the Director then serving as Chairman of the Board
at any meeting of the Board of Directors, (A) the Chairman of the Board for such
meeting shall be the Director nominated by a majority of the Directors present
at such meeting, and (B) the Board of Directors may continue to act in
accordance with the terms of this Agreement.

                  (e) Each Director shall serve for a term of the duration set
forth in the Articles of Incorporation or, if earlier, until the date of death,
resignation or removal of such Director in accordance with this Agreement or the
date upon which the Shareholder that nominated such Director ceases to be a
Shareholder (or reduces its interest such that it is no longer entitled to
Director Designees and is required to remove such Director Designees as a
result); provided that, in the event that a Director dies, resigns or is removed
prior to the end of the scheduled term of such Director, the initial term for
any Director which replaces such Director on the Board of Directors shall be the
remaining scheduled term of such Director.

                  (f) Any Director may resign by giving notice in writing to the
Secretary of the Company at the Registered Office. The Secretary of the Company
will give written notice to all the Shareholders.

                  (g) Directors may participate in a meeting of the Board of
Directors by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear and speak to
each other, and such participation in a meeting will constitute presence in
person at the meeting; provided that all actions approved by the Directors at
any such meeting will be reduced to writing in the form of resolutions by the
Secretary of the Company.

                  (h) Except as otherwise may be determined by Supermajority
Board Approval or as otherwise provided in this Agreement, the Company shall not
pay compensation to, or reimburse expenses (other than reasonable out-of-pocket
travel expenses) of, the Directors.

                  (i) The Board of Directors shall hold regular meetings not
less than quarterly at such time and place as shall be determined by the Board
of Directors. Special meetings of the Board of Directors may be called at any
time by any Director. Except as otherwise determined by the Board of Directors,
all special and regular meetings of the Board of Directors shall be held at the
principal office of the Company. No notice shall be required with respect to any
regular meeting of the Board of Directors. Prior notice of any special meeting
shall be given by the Company at least five (5) Business Days before the date of
such meeting. Notice of any meeting need not be given to any Director who shall
submit, either before or after the meeting, a signed


                                       18
<PAGE>

waiver of notice. Attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except when the Director attends the meeting
for the express purpose of objecting at the beginning thereof to the transaction
of any business because the meeting is not properly called or convened. Notice
of any adjourned meeting, including the place, date and time of the new meeting,
shall be given to all Directors not present at the time of the adjournment, as
well as to the other Directors.

                  (j) To the extent practicable, a reasonably detailed agenda
shall be supplied to each Director reasonably in advance of each meeting of the
Board of Directors, together with appropriate documentation with respect to
agenda items calling for action by the Board of Directors, to inform adequately
the Directors regarding matters to come before the Board of Directors. Any
Director wishing to place a matter on the agenda for any meeting of the Board of
Directors may do so by communicating with the Chairman of the Board sufficiently
in advance of the meeting so as to permit timely dissemination to all Directors
of information with respect to the agenda items. Each Shareholder (treating
Carlyle for this purpose as a single Shareholder) shall also have the right to
designate up to two (2) persons who shall have observer status (but no vote) at
meetings of the Board of Directors, and such observers shall be permitted to
attend all regular, special or other meeting of the Company's Board of Directors
and of the board of directors of the Subsidiaries of the Company and in this
respect shall, upon prior reasonable request, be given copies of all notices,
minutes, consents and other materials that the Company or such Subsidiary
provides to its directors. Each observer may participate in any and all
discussions of matters brought to the Board of Directors of the Company and its
subsidiaries. The Company shall and shall cause each of its subsidiaries to
allow observers to attend such meetings by means of conference call or other
communications equipment utilized by any other person participating in such
meetings.

                  Section 3.2  REQUIREMENTS FOR BOARD ACTION.

                  (a) Except as provided in Section 3.2(b) or mandatorily
required by the laws of Luxembourg, all actions taken by the Board of Directors
shall require the unanimous written consent of Directors (excluding Directors
appointed by any Shareholder to which the final sentence of Section 3.1(a)
applies) or the approval of a majority of all Directors by action taken at a
meeting which has been duly called and at which a quorum was present.

                  (b) In addition to such other actions requiring Supermajority
Board Approval as specified elsewhere in this Agreement, the following actions
shall require the unanimous written consent of all Directors or the approval of
a majority of the Directors present and entitled to vote on such actions at a
meeting which has been duly called and at which a quorum was present, which
majority shall include, subject to Section 7.3(d), at least one (1) Director
Designee of each of at least two (2) Shareholders holding Common Shares, in the
aggregate, equal to or greater than 55% of the outstanding Common Shares at such
time held by all Shareholders ("Supermajority Board Approval"), provided,
however, that with respect to clauses (vi) and (vii) below such majority shall
not include Directors nominated by interested Shareholders:


                                       19
<PAGE>

                       (i)    the incurrence or refinancing of Indebtedness by
                              the Company or any of its Subsidiaries in excess
                              of [*] in aggregate principal amount;

                       (ii)   the approval of any material change to, or
                              material deviation from, the Business Plan or the
                              approval of the adoption of a new Business Plan;

                       (iii)  the making of any payment to an Affiliate of any
                              Shareholder (other than payments made in
                              accordance with the terms of contractual
                              obligations entered into in accordance with the
                              terms hereof or pursuant to an approved Affiliate
                              Agreement);

                       (iv)   acquisitions or sales of assets by the Company and
                              its Subsidiaries, with a purchase price or Fair
                              Market Value in excess of [*] per year in the
                              aggregate or which are otherwise determined by the
                              Board of Directors to be material to the business
                              of the Company and its Subsidiaries;

                       (v)    the execution of any Affiliate Agreement (or the
                              amendment or extension thereof) or the approval of
                              any transaction or series of related transactions
                              between the Company or any of its Subsidiaries and
                              a Shareholder, or an Affiliate of a Shareholder,
                              other than transactions whose terms are expressly
                              provided for in the Transaction Documents, or
                              transactions, involving less than [*] individually
                              or [*] in the aggregate per Shareholder, entered
                              into in the ordinary course of business on terms
                              no less favorable to the Company or its
                              Subsidiaries than would be available in an
                              arms-length transaction;

                       (vi)   with respect to any Affiliate Agreement that by
                              its terms allows the parties to elect to take any
                              action thereunder (as would occur, by way of
                              example, with an Affiliate Agreement that is
                              automatically renewable after a specified event or
                              circumstance or period of time, unless the parties
                              otherwise agree), any election by the Company to
                              take any action or not to exercise any such right
                              under such Affiliate Agreement and any
                              determination of whether a default has occurred
                              and whether and what actions should be taken in
                              respect thereof and the exercise of any right or
                              option;

                       (vii)  any filing of a voluntary petition in bankruptcy
                              or reorganization or for the adoption of an
                              arrangement or an admission seeking the

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       20
<PAGE>

                              relief therein provided under any existing or
                              future law of any jurisdiction relating to
                              bankruptcy, insolvency, reorganization, or relief
                              of debtors;

                       (viii) the election, appointment or removal of any
                              Principal Executive Officer of the Company or the
                              implementation or amendment of any compensation
                              arrangement for any Principal Executive Officer;

                       (ix)   the making of Capital Expenditures in excess of
                              those set forth in the then current Business Plan;

                       (x)    the issuance of any Capital Call Notice or New
                              Capital Notice;

                       (xi)   the transfer of any ownership interest in any
                              Subsidiary of the Company to any Person other than
                              a wholly-owned Subsidiary of the Company;

                       (xii)  a material change in the nature of the Company
                              Business;

                       (xiii) any implementation or material amendment to
                              executive compensation or material employee
                              benefit programs; and

                       (xiv)  the admission of new Investors.

                  (c) Each Shareholder agrees to notify each other Shareholder
of any Affiliate Agreement to which it or any of its Affiliates will be party.

                  (d) Any action approved by the Board of Directors may be taken
by any authorized officer of the Company on behalf of the Company and any action
so taken shall bind the Company. Except as otherwise provided herein, no
Shareholder or Director or any other Person shall have the authority to bind the
Company.

                  (e) For purposes of this Agreement, a quorum will be deemed to
be present at a duly called meeting of the Board of Directors if at least five
(5) Directors are present at such meeting. Each Shareholder agrees not to cause
its Director Designees to avoid any meeting of the Board of Directors for the
purpose of frustrating a quorum of the Board of Directors.

                  Section 3.3  OFFICERS.

                  (a) The officers of the Company (the "Officers") shall consist
of a President, a Vice President, a Chief Financial Officer, and such other
officers as the Board of Directors shall deem necessary from time to time. Each
Officer shall hold office until such Officer resigns or is removed.

                  (b) The Board of Directors, by Supermajority Board Approval,
shall elect all Principal Executive Officers. Any Director may at any time call
a special meeting of the Board of Directors to vote upon the dismissal of any
Principal Executive Officer if such Director, in his or


                                       21
<PAGE>

her reasonable business judgment (or the reasonable business judgment of the
Shareholder appointing such Director), believes that such Principal Executive
Officer should be dismissed. Following any such dismissal, the succeeding
Principal Executive Officer shall be elected by the Board of Directors by
Supermajority Board Approval.

                  (c) The President shall be the primary operating officer of
the Company and shall be responsible for the general and executive management
and daily administration of the operations and business of the Company in
accordance with the terms and conditions of this Agreement, the Business Plan
then in effect and the Articles of Incorporation (but subject to Section
3.2(b)). The President of the Company shall also carry into effect all orders
and resolutions of the Board of Directors.

                  (d) The Chief Financial Officer shall, subject to the terms
and conditions hereof, oversee and be responsible for financial matters
pertaining to the Company and its obligations under this Agreement, shall
oversee the preparation of financial statements for the Company and the delivery
of such financial information to Shareholders as is required by Section 3.5 and
discharge such other duties as are set forth herein or as may from time to time
be delegated to the Chief Financial Officer by the Board of Directors or the
President. The Chief Financial Officer shall present reports on the financial
condition of the Company from time to time to the President and, upon request of
any Director, at any specified meeting of the Board of Directors.

                  (e) All other officers shall have such duties as may from time
to time be delegated to them by the Board of Directors or the President of the
Company.

                  (f) The Board of Directors, by Supermajority Board Approval,
may establish and fund a compensation plan for the President, the Chief
Financial Officer and other officers of the Company specified by the President
of the Company and approved by the Supermajority Board Approval of the Board of
Directors. Such plan shall provide for such compensation of such officers,
including any signing bonuses, base salary, incentive bonuses and severance, as
shall be determined by the Board of Directors by Supermajority Board Approval.

                  Section 3.4  SHAREHOLDERS' MEETINGS.

                  (a) The annual general meeting of Shareholders shall be held,
in accordance with Luxembourg law, in Luxembourg at the Registered Office, or at
such other place as may be specified in the notice of meeting, on the first
Friday in the month of April in each year. If such day is not a Business Day in
Luxembourg, the annual general meeting shall be held on the next following
Business Day in Luxembourg. All meetings other than annual general meetings
shall be called special general meetings.

                  (b) All special general meetings of Shareholders may be held
at such times as may be determined by vote of the Board of Directors and
specified in the notice of meeting for such meetings. Any Shareholder, or
Shareholders together, holding not less than 15% of the issued and outstanding
Common Shares (so long as it is not a Defaulting Shareholder) may at any time
request the Board of Directors to call a special general meeting of
Shareholders. The request


                                       22
<PAGE>

must state the purpose of the meeting, must be signed by the requesting
Shareholder(s) and deposited at the Registered Office. The Board of Directors
shall call a special general meeting of Shareholders immediately following
receipt of any such request. If the Board of Directors fail to convene a special
general meeting thirty-five (35) days from the date of deposit of the request,
the requesting Shareholder(s) may convene a special general meeting in
accordance with Luxembourg law. Each notice of meeting shall specify the purpose
or purposes of the meeting and the matters to be considered at such meeting, and
all other such information as may be required by Luxembourg law.

                  (c) Written notice of the place, date and time of every
meeting of Shareholders, whether annual or special, shall be given by registered
mail to each Shareholder not less than fifteen (15) days nor more than sixty
(60) days prior to the date of such meeting unless (i) such notice is waived in
writing by all the Shareholders and (ii) all Shareholders are present or
represented at such meeting. At any meeting so called, the Shareholders shall
transact only such business as was specified in the notice for such meeting and
any other business which all Shareholders determine is prudent.

                  (d) A quorum of the Shareholders (without which a vote of the
Shareholders on any matter may not be held) will consist of Shareholders either
in person or by proxy holding more than 50% of the issued and outstanding Common
Shares (excluding the Common Shares of any Shareholder which is a Defaulting
Shareholder). Each Shareholder agrees not to avoid any meeting for the purpose
of frustrating a quorum of the Shareholders.

                  (e) Subject to Section 3.4(f) and any mandatory provisions of
Luxembourg law, all actions which are required by such law to be taken or
approved by the Shareholders shall require the approval of Shareholders holding
more than 50% of the issued and outstanding Common Shares (excluding the Common
Shares of any Defaulting Shareholder) by affirmative vote at a meeting of
Shareholders held pursuant to this Section 3.4. Shareholders may vote upon and
approve the matters described in Section 3.4(f).

                  (f) The following actions shall require the approval of two
(2) or more Shareholders holding at least 55% (or more if so required by
Luxembourg law) of the outstanding Common Shares held by all Shareholders
(excluding the Common Shares of any Defaulting Shareholder) by affirmative vote
at a meeting of Shareholders held pursuant to this Section 3.4 ("Supermajority
Shareholder Approval"):

                       (i)    any material change in the nature of the Company
                              Business;

                       (ii)   any issuance, purchase or redemption by the
                              Company of any securities, including Common
                              Shares, of the Company, or any change, increase or
                              reduction in the equity capitalization of the
                              Company;

                       (iii)  subject to the provisions of Section 4.4 and
                              Section 4.5, any merger or consolidation of the
                              Company with or into any other Person or of any
                              Person other than a Subsidiary of the Company,
                              with or into


                                       23
<PAGE>

                              the Company, the sale of all or substantially all
                              of the assets of the Company or any material
                              Subsidiary, the dissolution, liquidation,
                              reorganization or recapitalization of the Company
                              or any similar extraordinary corporate action or
                              transaction involving the Company;

                       (iv)   any issuance, purchase or redemption by the
                              Company of any securities, including Common Shares
                              other than as expressly provided for herein, of
                              the Company, or any change, increase or reduction
                              in the capitalization of the Company; the
                              declaration or payment of any dividends or any
                              other distribution, directly or indirectly, on
                              account of any Capital Stock of the Company, now
                              or hereafter outstanding, except for dividends or
                              any other distribution on any Capital Stock
                              pursuant to the terms of such Capital Stock as
                              previously approved by Supermajority Board
                              Approval;

                       (v)    any amendment or other modification of the
                              Articles of Incorporation, except as required by
                              Section 10.7.

                  Section 3.5  ACCOUNTING, RECORD KEEPING AND REPORTING.

                  (a) The books and records of the Company and Subsidiaries
shall be kept in accordance with U.S. GAAP, consistently applied, and, to the
extent required by law, shall also be kept (separately if necessary) in
accordance with generally accepted accounting principles as observed in
Luxembourg. The Company and Subsidiaries shall keep books, records and accounts
with respect to (i) all sums of money received and expended by the Company and
Subsidiaries and the matters in respect of which the receipt and expenditure
take place, (ii) all sales and purchases of goods by the Company and
Subsidiaries and (iii) the assets and liabilities of the Company and
Subsidiaries.

                  (b) The accounts of the Company and Subsidiaries shall be
audited by the Independent Accountants. The annual financial statements of the
Company and Subsidiaries shall be audited in accordance with U.S. GAAP.

                  (c) The books of account of the Company and Subsidiaries,
together with a copy of this Agreement and the Articles of Incorporation, shall
be kept and maintained at the Registered Office of the Company. A duplicate copy
of such items shall also be kept and maintained at the principal place of
business of the Company. If the records of account are kept at someplace outside
Luxembourg, there shall be kept at an office of the Company in Luxembourg such
records as will enable the Directors to ascertain with reasonable accuracy the
financial position of the Company at the end of each three month period. So long
as it holds at least 10% of the Common Shares outstanding at such time, each of
the Shareholders, through their respective authorized representatives, shall
have the right at such Shareholder's expense to visit and inspect any of the
operations and any of the properties and assets of the Company and Subsidiaries,
including the books of account of the Company and Subsidiaries, and to make
copies and take extracts therefrom, and to discuss its affairs, finances and
accounts with its officers and


                                       24
<PAGE>

the Independent Accountants all at such reasonable times and as often as may be
reasonably requested; provided that each Shareholder agrees not to, and to cause
its representatives not to, disclose such information except as otherwise agreed
to by the Shareholders or as required by law. A Shareholder also may disclose
such information to the limited extent necessary to evaluate the business
relationship herein described and to take the steps contemplated by this
Agreement (including without limitation, Article IV, so long as any potential
purchaser executes a confidentiality agreement agreeing to the provisions set
forth in Article VI of this Agreement). Moreover, any two (2) Shareholders
holding at least 30% of the Common Shares outstanding shall have the right (but
not more than once in any twenty-four month period) to have a "private audit" of
the books and records conducted at reasonable times and after reasonable notice
to the Company for any purpose reasonably related to such Shareholder's interest
in the Company, but any such private audit shall be at the expense of the
Shareholder requesting it, and shall not be paid out of Company funds. A
"private audit" shall entail the review of the work papers of the Company's
auditors for the two most recent audit periods, and in-person consultation with
the auditors, but shall not entail consultation with management or any
disruption of management's normal business activities.

                  (d) As soon as practicable following the end of each Fiscal
Year, the Board of Directors shall cause to be prepared for the Company and
Subsidiaries and shall deliver to the Shareholders not later than ninety (90)
days following the end of such Fiscal Year a statement of the results of
operations for the Fiscal Year, a balance sheet as at the end of such Fiscal
Year, a statement of retained earnings or deficit and a statement of cash flows
for such Fiscal Year, together with all other documents prescribed under
Luxembourg law and all schedules and footnotes thereto and an audit report
thereon of the Independent Accountants. Such financial statements shall comply
with U.S. GAAP consistently applied on a basis consistent with prior years
(except as indicated in the notes thereto) and, to the extent required by law, a
separate set shall be prepared that also complies with GAAP as observed in
Luxembourg.

                  (e) As soon as practicable after the end of each month and
Fiscal Quarter the Company shall cause to be prepared and the Company shall
deliver to each Shareholder not later than forty-five (45) days following the
end of such month or Fiscal Quarter, as the case may be, (i) unaudited monthly
or quarterly financial statements comparable to those in Section 3.5(d) prepared
in accordance with U.S. GAAP applied on a basis consistent with the audited
financial statements of the company, subject to changes from audit and year-end
adjustments and without the footnotes thereto, together with a certificate of
the Chief Financial Officer to such effect, and (ii) an operating report for the
Company for such period, which report shall detail, among other things, revenue
generated in such period, expenses incurred in such period, compared to the
Business Plan then in effect, and pertinent operating data.

                  (f) Under the direction of the Board of Directors, the Company
shall prepare and file, or shall cause to be prepared, as applicable, all
reports prescribed by any governmental authority having jurisdiction over the
Company.

                  (g) In addition to the reports described above, the Company
shall furnish such other financial and supporting information to each
Shareholder and the Board of Directors in such detail and with such frequency as
the Board of Directors may reasonably require and shall furnish


                                       25
<PAGE>

to each Shareholder all such financial information as such Shareholder shall
require to prepare United States federal income tax returns and make United
States federal income tax elections.

                  (h) Notwithstanding the foregoing provisions of this Section
3.5, if (i) any Shareholder or group of Shareholders transfers its Common Shares
representing less than [*] of the outstanding Common Shares to a Competitor or
(ii) any Shareholder loses its right to appoint Director Designees as set forth
in Section 4.8, then such Shareholders or their transferees, as the case may be,
shall be entitled only to the information set forth in Section 3.5(d) and the
information set forth in Section 3.5(e) for the relevant fiscal period.

                  Section 3.6  BUSINESS PLAN. Within thirty (30) days after the
date of this Agreement, the Shareholders shall use reasonable efforts to agree
upon a preliminary Business Plan. The Shareholders shall endeavor in good faith
to complete a final Business Plan to be presented to the Board of Directors not
later than [*]. Prior to approval of a final Business Plan, no expenditures or
commitments shall be made by the Company in excess of [*] individually or [*] in
the aggregate without Supermajority Board Approval. Except as set forth in the
preceding sentence, no expenditure shall be incurred by or on behalf of the
Company which is not contemplated, either specifically or generally, by the
Business Plan then in effect. The Business Plan may be amended or modified by
the Board of Directors by Supermajority Board Approval.

                  Section 3.7  DEPOSITS AND WITHDRAWALS OF FUNDS. Funds of the
Company shall be deposited in such banks or other depositories as shall be
designated from time to time by the Board of Directors. All withdrawals from any
such depository shall be made only as authorized by the Board of Directors and
shall be made only by check, wire transfer, debit memorandum or other written
instruction.

                  Section 3.8  VOTING. In order to effectuate the provisions of
this Agreement, each Shareholder hereby agrees, subject to compliance with
applicable law, that when any action or vote is required by this Agreement to be
taken by such Shareholder or by a Director, such Shareholder agrees to use its
reasonable best efforts to call, or cause the appropriate officers and directors
to call, a special or annual meeting of Shareholders or Directors, as
applicable, to effectuate such Shareholder action as required by this Agreement.
Each Shareholder agrees to use its reasonable best efforts to vote or cause the
vote of its Shares in a manner consistent with, and to effect, the terms of this
Agreement.

                                  ARTICLE IV.
                             TRANSFER AND ASSIGNMENT

                  Section 4.1  TRANSFER OF SECURITIES.

                  (a) Except as expressly permitted by Section 4.1(b), no
Shareholder shall, directly or indirectly, sell (whether by involuntary or
judicial sale or otherwise), transfer, create,

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       26
<PAGE>

incur, assume or suffer to exist a lien on, grant a security interest in,
pledge, hypothecate, assign, give or otherwise (voluntarily or by operation of
law) dispose of (any such act is hereinafter referred to as a "Transfer") any
Common Shares to any Person.

                  (b) A Shareholder may (i) transfer any Common Shares or any
interest therein or any rights to purchase Common Shares hereunder to an
Affiliate of such Shareholder, (ii) pledge any or all Common Shares or grant
a security interest therein to secure indebtedness of the Shareholder owing
to a bank or other financial institution, provided that any such bank or
other financial institution pursuant to this clause (ii) shall acquire only a
security interest in the Common Shares entitling such bank or other financial
institution only to the proceeds from any sale of the Common Shares in
accordance with the terms of this Agreement and shall not acquire title to
the Common Shares or any other rights incident thereto, and, in the case of
any foreclosure on the Common Shares by such bank or other financial
institution, the pledgee shall be considered an "Offeror" (as defined in
Section 4.2 below) and shall not be permitted to consummate the foreclosure
without complying with the provisions of Section 4.2 or (iii) subject to the
provisions of Section 4.2, Transfer any Common Shares to any Person (any such
transferee pursuant to clause (i), (ii) or (iii) above or Section 4.1(d)
below shall be referred to herein as a "Permitted Transferee"); PROVIDED,
HOWEVER, notwithstanding anything to the contrary contained in this
paragraph, no Transfer shall be made to any Person pursuant to clause (iii)
above prior to [*] without a Supermajority Shareholder Approval of the
non-transferring Shareholders.

                  (c) In the event a Transfer of any Common Shares has taken
place in violation of the provisions of this Agreement, the Board of Directors
shall refuse to register such Transfer in the Register and such Transfer shall
be void and of no effect, and no distribution of any kind shall be paid by the
Company to the transferee in respect of such Common Shares (all such dividends
and distributions being deemed waived), and the voting rights, if any, of such
Common Shares on any matter whatsoever shall remain vested in the transferor
during the period commencing with such transferor's initial noncompliance and
ending when compliance shall have occurred.

                  (d) The provisions of this Section 4.1 shall not apply to (i)
Transfers to a family member of a Shareholder or to trusts for the benefit of
such persons or Shareholder so long as such Shareholder retains control over the
right to vote or dispose of any Common Shares so Transferred, and such
transferee family members or trusts agree to be bound by this Agreement; (ii)
Transfers between any Shareholder and any of its Affiliates or by Providence or
any of its Affiliates of not more than [*] of the Common Shares held by
Providence and its Affiliates at any time to Primus Venture Partners IV Limited
Partnership or any Affiliates thereof ("Primus"), PROVIDED THAT such transferee
Affiliate, or Primus, as the case may be, agrees to be bound by this Agreement,
and (iii) any Transfer in connection with a public offering pursuant to the
Registration Rights Agreement or pursuant to Rule 144 under the Securities Act.

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       27
<PAGE>

                  (e) The provisions of this Section 4.1 shall apply to any
transfer of any capital stock or other equity securities of any Shareholders or
other Person where substantially all of such Shareholders' or other Person's
assets are directly or indirectly composed of Common Shares ("Special Purpose
Shareholders").

                  Section 4.2  RIGHT OF FIRST REFUSAL.

                  (a) Prior to any Shareholder making any Transfer in accordance
with Section 4.1(b)(iii), such Shareholder (the "Offeror") shall provide written
notice (the "Notice") to the other Shareholders (each, an "Offeree"), which
notice shall set forth (i) confirmation that such Offeror intends to Transfer
all or certain of its Common Shares in a bona fide transaction with a third
party in accordance with Section 4.1(b)(iii), (ii) the name and address of each
proposed transferee or purchaser and such other information as is reasonably
requested by the other Shareholders, (iii) the number of Common Shares proposed
to be Transferred (the "Offered Shares"), (iv) the proposed amount and form of
consideration to be paid for the Offered Shares, provided that in no event shall
any non-cash consideration consist of anything other than Cash Equivalents or
Marketable Securities (each as defined in Sections 4.2(g) or (h)) or other
securities reasonably subject to valuation by an Independent Appraiser (as
defined in Section 4.2(d)) and (v) all other material terms of the proposed
Transfer.

                  (b) Each Offeree may elect to buy all or any portion of the
Offered Shares at the price and upon the terms and conditions set forth in the
Notice. Each Offeree shall make such election by delivery of a written notice
(the "Offeree Election Notice") to the Offeror within thirty (30) days of the
date of receipt of the Notice by the Offerees, which Offeree Election Notice
shall constitute the binding agreement of each Offeree to purchase the number of
Offered Shares set forth in the Offeree Election Notice (the "Offeree Election
Number") at the price and upon the terms and conditions set forth in the Notice.
If more than one (1) Offeree shall send an Offeree Election Notice and the
aggregate Offeree Election Numbers equal or exceed the number of Offered Shares,
then each Offeree shall be entitled to (i) its pro rata share (the "Pro Rata
Share"), based upon the relative interests in the Common Shares, on a fully
diluted basis, held by all Offerees, of the Offered Shares, to the extent the
Offerees have elected to do so and (ii) its pro rata share based on the
unfulfilled Offeree Election Numbers of the remaining Offered Shares and the
Offeree Election Notice shall be deemed to be an election to purchase such
Common Shares. The Offeror shall deliver written notice thereof (the "Purchase
Notice") to each Offeree who has submitted an Offeree Election Notice. The
Purchase Notice shall state the number of Offered Shares to be acquired by each
such Offeree and the closing date for such transaction, which date shall not be
less than thirty (30) days from the date of delivery of the Purchase Notice to
all such Offerees. At such closing, each such Offeree shall deliver to such
Offeror, or to such other person as such Offeror may request, by wire transfer
of immediately available funds, the amount of the purchase price (as calculated
below) of the Offered Shares to be purchased by such Offeree, to be held in
escrow against delivery of the instruments of transfer properly endorsed in
blank, and the corresponding certificate(s) representing all such Offered
Shares. If any Offeree shall fail to deliver such purchase price, then the other
Offerees may purchase, pro rata, the Offered Shares to have been purchased by
such Offeree by wire transfer of immediately available funds of the purchase
price for such additional Offered Shares, to be held in escrow against delivery
of the instruments of transfer properly endorsed in blank, and the corresponding
certificate(s)


                                       28
<PAGE>

representing all such Offered Shares. Upon receipt of payment for all of the
Offered Shares, such Offeror shall deliver instruments of transfer properly
endorsed in blank and the corresponding certificates representing all such
Offered Shares to the respective Offerees.

                  (c) If an Offeree Election Notice is not received by such
Offeror from any Offeree within the period specified in paragraph (b) of this
Section 4.2, or if the Offerees elect to purchase less than all of the Offered
Shares or fail to deliver the purchase price of the Offered Shares in accordance
with the terms hereof, the Offeror shall have the right to Transfer the Common
Shares specified in the Notice to the proposed purchaser or transferee in
accordance with the terms of this Agreement, but only at a price and upon terms
and conditions no less favorable to the Offeror than those stated in the Notice
and only if such sale occurs on a date within ninety (90) days from the date of
the Notice.

                  (d) For purposes of calculating the purchase price of any such
Transfer, if any portion of the consideration is neither cash nor Marketable
Securities, the Fair Market Value of such consideration shall be determined, at
the expense of the Offeror, by an internationally recognized independent
valuation consultant or appraiser (an "Independent Appraiser") (with experience
evaluating such type of property) selected by the Offeror and reasonably
satisfactory to Offerees holding a majority of the Common Shares held by such
Offerees.

                  (e) The closing of the transactions contemplated by this
Section 4.2 shall occur at the principal place of business of the Company unless
otherwise agreed by the parties to such transaction.

                  (f) If the Offerees do not exercise their rights to purchase
the Offered Shares, and the Offeror shall not have sold the Offered Shares in
accordance with Section 4.2(c) before the expiration of the 90-day period
described in Section 4.2(c), then the Offeror may not sell the Offered Shares
without again complying with this Section 4.2.

                  (g) For purposes of these Sections 4.2 and 4.3, the following
terms shall have the following meanings:

                           "CASH EQUIVALENTS" shall mean (i) marketable direct
         obligations issued or unconditionally guaranteed by the United States
         Government or issued by any agency thereof and backed by the full faith
         and credit of the United States, in each case maturing within (1) year
         from the date of acquisition thereof, (ii) marketable direct
         obligations issued by any state of the United States or any political
         subdivision of any such state or any public instrumentality thereof, in
         each case maturing within one (1) year from the date of acquisition
         thereof and, at the time of acquisition, having the highest rating
         obtainable from any of Standard & Poor's Corporation, Moody's Investors
         Service, Inc., or Duff & Phelps Credit Rating Co. or (iii) commercial
         paper maturing not more than one (1) year from the date of issuance
         thereof and, at the time of acquisition, having the highest rating
         obtainable from Standard & Poor's Corporation or Moody's Investors
         Service, Inc.; and

                           "MARKETABLE SECURITIES" shall mean securities that
         are (i) (A) securities of or other interests in any Person that are
         traded on a U.S. national securities exchange or


                                       29
<PAGE>

         reported on the NASDAQ National Stock Market or (B) debt securities on
         market terms of an issuer that has debt or equity securities that are
         so traded or so reported on and in which securities a U.S. nationally
         recognized securities firm has agreed to make a market and (ii) not
         subject to restrictions on transfer as a result of any applicable
         contractual provisions or the provisions of the U.S. Securities Act of
         1933, as amended (or, if subject to such restrictions under such Act,
         are also subject to registration rights reasonably acceptable to the
         Person receiving such securities).

                  (h) For purposes of this Agreement, the Independent Appraiser
shall use the following for valuation: (i) Cash Equivalents, the face amount
thereof, (ii) Marketable Securities, the last reported sale price thereof on the
principal market on which such Securities are traded on the last full trading
day prior to the determination and (iii) any other assets or property, the price
at which a willing seller would sell and a willing buyer would buy such assets
or property having full knowledge of the facts, and assuming each party acts on
an arm's-length basis with the expectation of concluding the purchase and sale
within a reasonable time.

                  Section 4.3  TAG-ALONG RIGHTS.

                  (a) If any holder of Common Shares (the "Selling
Shareholder"), at any time or from time to time, enters into an agreement
(whether oral or written) to Transfer any Common Shares in accordance with
Section 4.1(b)(iii) (a "Tag-Along Sale"), then each Shareholder other than the
Selling Shareholder (the "Other Holders") shall have the right, but not the
obligation, to participate in such Tag-Along Sale by selling the number of
Common Shares respectively owned by such Other Holder as calculated in the
following manner. Such Common Shares owned by the Other Holders are hereinafter
referred to collectively as the "Shareholders' Shares." The number of Common
Shares that the Other Holders shall be entitled to include in such Tag-Along
Sale (the "Shareholders' Allotment") shall equal the product (rounded down to
the nearest whole share) of (i) the total number of Common Shares proposed to be
Transferred pursuant to the Tag-Along Sale or such greater number of shares that
the proposed purchaser in the Tag-Along Sale shall agree to purchase or
otherwise acquire, times (ii) a fraction, the numerator of which shall equal the
aggregate number of Shareholders' Shares on the date of the Sale Notice (as
defined below), and the denominator of which shall equal the sum of (A) the
aggregate number of Common Shares owned by the Selling Shareholder on the date
of the Sale Notice plus (B) the aggregate number of Shareholders' Shares on the
date of the Sale Notice. For purposes of this Section 4.3, the number and price
of Common Shares shall be calculated on a fully diluted basis. Any such sales by
the Other Holders shall be on the same terms and conditions as the proposed
Tag-Along Sale by the Selling Shareholder.

                  (b) Notwithstanding the foregoing, this Section 4.3 shall not
apply to any transfer to a Shareholder pursuant to Section 4.2(b) hereof.

                  (c) The Selling Shareholder shall promptly provide each of the
Other Holders and the Company with written notice (the "Sale Notice") not less
than thirty (30) days prior to the proposed date of the Tag-Along Sale (the
"Tag-Along Sale Date"). In order to facilitate the prompt delivery of the Sale
Notice, the Company hereby covenants to provide the Selling Shareholder
participating in a Tag-Along Sale access to the Register of the Company. Each
Sale


                                       30
<PAGE>

Notice shall set forth (i) the name and address of each proposed transferee or
purchaser of Common Shares in the Tag-Along Sale, (ii) the name and address of
the Selling Shareholder and the number of Common Shares proposed to be
transferred by such Selling Shareholder, (iii) the proposed amount and form of
consideration to be paid for such Common Shares and the terms and conditions of
payment offered by each proposed transferee or purchaser, (provided, that in no
event shall any non-cash consideration consist of anything other than Cash
Equivalents or Marketable Securities or other securities reasonably subject to a
valuation by an Independent Appraiser) (iv) the number of Shareholders' Shares
held of record as of the close of business on the date of the Sale Notice (the
"Notice Date") by the Other Holders to whom the notice is sent, (v) the
aggregate number of Common Shares held of record as of the Notice Date by the
Selling Shareholder, (vi) the number of Shareholders' Shares in the
Shareholders' Allotment, (vii) confirmation that the proposed purchaser or
transferee has been informed of the "Tag-Along Rights" provided for herein and
has agreed to purchase Common Shares in accordance with the terms hereof, and
(viii) the Tag-Along Sale Date.

                  (d) Each Other Holder who wishes to participate in the
Tag-Along Sale shall provide written notice (or oral notice confirmed in
writing) (the "Tag-Along Notice") to the Selling Shareholder and the Company not
less than twenty (20) days prior to the Tag-Along Sale Date. The Tag-Along
Notice shall set forth the number of Common Shares that such Other Holder elects
to include in the Tag-Along Sale, which shall not exceed the product of (x) the
Shareholders' Allotment times (y) a fraction, the numerator of which is equal to
the aggregate number of Shareholders' Shares owned of record as of the Notice
Date by such Other Holder and the denominator of which is the aggregate number
of Shareholders' Shares owned of record by all of the Other Holders as of the
Notice Date. The Tag-Along Notice shall also specify the aggregate number of
additional Common Shares owned of record as of the Notice Date by such Other
Holder, if any, which such Other Holder desires also to include in the Tag-Along
Sale ("Additional Shares") in the event there is an undersubscription for the
entire Shareholders' Allotment. In the event there is an undersubscription by
the Other Holders for the entire Shareholders' Allotment, the Selling
Shareholder participating in the Tag-Along Sale shall apportion the unsubscribed
Shareholders' Shares to Other Holders whose Tag-Along Notices specified an
amount of Additional Shares, which apportionment shall be on a pro rata basis
among such Other Holders in accordance with the number of Additional Shares
specified by all such Other Holders in their Tag-Along Notices.

                  (e) The Company shall determine the aggregate number of Common
Shares to be sold by each participating Other Holder or in any given Tag-Along
Sale in accordance with the terms hereof, and the Tag-Along Notices given by the
Other Holders shall constitute their binding agreements to sell such shares at
the price and on the terms and conditions applicable to such sale.

                  (f) If a Tag-Along Notice is not received by the Selling
Shareholder participating in the Tag-Along Sale from an Other Holder prior to
the twenty (20) day period specified above, the Selling Shareholder shall have
the right to Transfer the number of Common Shares specified in the Sale Notice
to the proposed purchaser or transferee without any participation by such Other
Holder (subject to the right of Other Holders to sell Additional Shares in the
event of an undersubscription as described above), but only at a price and upon
terms and


                                       31
<PAGE>

conditions no more favorable to the Selling Shareholder than those stated in
such Sale Notice and only if such sale occurs on a date within ninety (90) days
of the Tag-Along Sale Date.

                  (g) The provisions of this Section 4.3 shall apply to any
transfer of any capital stock or other equity securities of any Special Purpose
Shareholder.

                  (h) If the Other Holders do not exercise their rights to sell
any Common Shares, and the Selling Shareholder shall not have sold such Shares
in accordance with Section 4.3 before the expiration of the 90-day period, then
the Selling Shareholder may not sell such Shares without again complying with
this Section 4.3.

                  Section 4.4  DRAG-ALONG RIGHTS.

                  (a) Notwithstanding any other provision hereof, if any
Shareholders (other than any Defaulting Shareholder) holding 55% or more of the
issued and outstanding Common Shares held by Shareholders (other than Common
Shares held by any Defaulting Shareholders) (the "Initiating Shareholders")
agree to sell (a "Drag-Along Sale") 100% of the aggregate number of Common
Shares then held by the Initiating Shareholders to any person who is not an
Affiliate of the Initiating Shareholders (a "Third Party"), other than a sale in
connection with a public offering pursuant to the Registration Rights Agreement,
then upon the demand of the Initiating Shareholders, the other Shareholders
hereby agree to sell to such Third Party 100% of the Common Shares then held by
them, at a price per share and on terms and conditions no less favorable to such
other Shareholders than those on which the Initiating Shareholders have agreed
to sell their Common Shares to such Third Party, provided, however, that no
Shareholder shall be required to accept any consideration for its Common Shares
other than cash, Cash Equivalents or Marketable Securities.

                  (b) Prior to making any Drag-Along Sale, the Initiating
Shareholders shall promptly provide each Shareholder with written notice (the
"Drag-Along Notice") not more than ninety (90) days nor less than thirty (30)
days prior to the proposed date of the Drag-Along Sale (the "Drag-Along Sale
Date"). The Drag-Along Notice shall set forth: (i) the name and address of the
Third Party, (ii) the proposed amount and form of consideration to be paid per
share and the terms and conditions of payment offered by the Third Party
(provided that in no event shall any such non-cash consideration consist of
anything other than Cash Equivalents or Marketable Securities), (iii) the number
of shares of Common Shares held of record as of the close of business on the
date of the Drag-Along Sale Notice (the "Drag-Along Notice Date") by the
Initiating Shareholders, (iv) confirmation that the Initiating Shareholders are
selling 100% of the aggregate number of shares of Common Shares then held by
them to a Third Party, and (v) the Drag-Along Sale Date.

                  (c) On the Drag-Along Sale Date, each Shareholder shall
deliver an instrument of transfer and the corresponding certificate or
certificates for all of its Common Shares, duly endorsed for transfer with
signatures guaranteed, to such Third Party in the manner and at the address
indicated in the Drag-Along Sale Notice and the Initiating Shareholders shall
cause each Shareholder's pro rata share of the purchase price, less such
Shareholder's pro rata share of


                                       32
<PAGE>

expenses incurred by the Company or the Initiating Shareholders on behalf of the
Shareholders in connection with such Transfer, to be paid to such Shareholder.

                  (d) The provisions of this Section 4.4 shall apply regardless
of the form of consideration received in the Drag-Along Sale; provided, however,
that if the Initiating Shareholders have agreed to sell any Common Shares for
non-cash consideration other than Marketable Securities, the proposed
purchaser's offer shall include (or, at its option, the Initiating Shareholders
may otherwise provide) an option for the Shareholder to participate in such
Drag-Along Sale and to select as consideration for its sale either its pro rata
share of such non-cash consideration or cash in the amount of the Fair Market
Value of such non-cash consideration, which Fair Market Value shall be
determined by an internationally recognized independent valuation consultant or
appraiser (with experience evaluating such type of property) to be selected by
the Initiating Shareholders and reasonably satisfactory to the Shareholders
holding a majority of the outstanding shares of Common Shares then held by
Shareholders requesting the appraisal.

                  (e) Any Shareholder who participates in the Drag-Along Sale
and receives its proportionate share of the purchase price therefrom who fails
to deliver an instrument of transfer properly endorsed in blank and
corresponding certificate or certificates for all of its Common Shares as
described in this Section 4.4, hereby appoints the President of the Company as
its duly appointed attorney-in-fact to execute an instrument of transfer and a
suitable indemnity in respect of the missing certificate(s) for its Common
Shares. Furthermore, after the closing of such Drag-Along Sale, such Shareholder
shall for all purposes be deemed no longer to be a shareholder of the Company,
shall have no voting rights, shall not be entitled to any dividends or other
distributions in respect of the Company's Shares held by it (all such dividends
and distributions being deemed waived), shall have no other rights or privileges
granted to shareholders under this or any future agreement and, in the event of
liquidation of the Company, its rights with respect to any consideration it
would have received if it had complied with this Section 4.4, if any, shall be
subordinate to the rights of any equity holder.

                  (f) In the event that a proposal is made by a Third Party for
a merger or consolidation involving all of the Company's Shares or any of the
Company's Subsidiaries or to purchase all or substantially all of the Company's
assets (a "Third Party Proposal") and the Initiating Shareholders approves in
writing such Third Party Proposal, each Shareholder agrees to vote or give
written consent, or to cause its Director Designees to vote or give written
consent, in favor of such Third Party Proposal approved by the Initiating
Shareholders; provided that the other Shareholders shall not be required to take
any such action unless the price per share, and other terms and conditions of
such proposal, shall be no less favorable to the other Shareholders than those
applicable to the Initiating Shareholders; provided, further, that (i) no
Shareholder shall be required to make any representation, covenant or warranty
in connection with the Third Party Proposal, other than as to its ownership and
authority to transfer, free of liens, claims and encumbrances, the shares of
Common Shares proposed to be transferred by it and the absence of conflicts with
agreements and laws applicable to such Shareholder, (ii) no Shareholder shall be
required to accept any consideration for its Common Shares other than cash, Cash
Equivalents or Marketable Securities, (iii) no Shareholder shall be required to
provide or be subject to any post-closing indemnification unless it is pro rata
with respect to all Shareholders (except with respect


                                       33
<PAGE>

to claims that relate specifically to such Shareholder) and limited in amount
and duration to an escrow, the terms of which have been agreed to by the
Initiating Shareholders and the Third Party, and (iv) no Shareholder shall be
required to be a party to any non-compete or similar provision.

                  Section 4.5  LIQUIDITY RIGHTS.

                  (a) Following the [*] anniversary of the date hereof, in
the event the Company has not completed a Qualified Public Offering, any
Shareholder holding more than 10% of the Common Shares outstanding at such
time held by Shareholders (a "Section 4.5 Seller"), may require the Company
(provided the Company, by vote of a majority of disinterested Directors, does
not exercise its right to either (i) acquire or (ii) cause a third party to
acquire, all but not less than all of the Common Shares held by the Section
4.5 Seller and its Affiliates pursuant to paragraph (b) below), to conduct,
pursuant to the auction process set forth below (the "Auction") a sale of the
Company, whether by means of a sale of all or substantially all of the Common
Shares of the Company, a merger, a sale of all or substantially all of the
assets of the Company, or other business combination transaction to a third
party not affiliated with the Shareholder exercising the Section 4.5 Offer
(the "Acquiror").

                  (b) A Section 4.5 Seller may initiate an Auction by delivering
written notice to the Company and each other Shareholder (the "Section 4.5
Notice"), which shall (i) contain an offer (the "Section 4.5 Offer") by the
Section 4.5 Seller to the Company to sell all, but not less than all, of the
Common Shares held by the Section 4.5 Seller to the Company, to the extent
permitted by Luxembourg law, or a third party identified by a majority of
disinterested Directors of the Company for the Fair Market Value of the Common
Shares (the "Section 4.5 Minimum Price") during the Section 4.5 Option Period
(as defined below) and (ii) shall set forth the Section 4.5 Minimum Price, as
determined in accordance with Section 4.5(f). Each other Shareholder shall have
a period of twenty (20) days after receipt of the Section 4.5 Offer to notify
the Company in writing that it also makes a Section 4.5 Offer on the same terms
as the original Section 4.5 Offer. All sales of Common Shares pursuant to the
Section 4.5 Offers shall be consummated contemporaneously at the offices of the
Company on a mutually satisfactory business day as soon as practicable, but in
any event not later than sixty (60) days after the delivery of the original
Section 4.5 Offer (the "Section 4.5 Offer Period"). The delivery of certificates
or other instruments evidencing such Common Shares duly endorsed for transfer
shall be made on such date against payment of the purchase price for such Common
Shares. The Company or third party purchaser shall bear all costs and expenses
incurred in connection with a Section 4.5 Sale. If any such purchase is not
consummated in accordance with this Section 4.5, including without limitation
due to failure by the Company or third party purchaser to pay the purchase
price, such Section 4.5 Offer shall be deemed to have not been accepted by the
Company.

                  (c) If the Company, acting by a majority vote of disinterested
Directors, or another Person shall not have purchased all of the Section 4.5
Offered Common Shares for not less than the Section 4.5 Minimum Price prior to
the expiration of the Section 4.5 Offer Period or if the Company, acting by a
majority vote of disinterested Directors, shall have rejected the Section 4.5
Offer, the Company shall at the election of the Section 4.5 Seller either (i)
retain an

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.

                                       34
<PAGE>

investment banking firm of recognized international standing reasonably
satisfactory to each Shareholder (the "Auctioneer") to conduct the Auction on
behalf of the Company or (ii) cause the Company to be sold in such other manner
as the Section 4.5 Seller may elect with the consent of a Supermajority
Shareholder Approval (which may include the Section 4.5 Seller). If the Company
is to be sold by Auction, the Auction shall be conducted pursuant to bidding
procedures that are (i) determined by the Auctioneer in its sole discretion, and
(ii) uniformly applicable and applied to all interested parties who are
identified by the Auctioneer or are otherwise invited to participate in the
Auction for the submission and evaluation of proposals. The Company shall
provide the Auctioneer with all reasonable assistance requested by the
Auctioneer to consummate the Auction. All Shareholders shall have the right to
submit a bid pursuant to the Auction for the outstanding Common Shares of the
Company not held by them and have such bid evaluated on a basis no more or less
favorable than that afforded to other participants in the Auction; provided that
for so long as any Shareholder shall wish to have its bid considered pursuant to
the Auction, such Shareholder and its representatives on the Board shall be
recused from all information received or considered by the Company or the Board
with respect to the Auction or the Board with respect to the Auction or the
results thereof. The Acquiror shall be identified by the Auctioneer at the
conclusion of the Auction; provided, that the bid by such Acquiror shall be
satisfactory to the Section 4.5 Seller, and the sale of such assets or capital
shares of the Company to such Acquiror shall constitute the "Required Sale."

                  (d) If the Required Sale is by means of a sale of all or
substantially all of the issued and outstanding Common Shares of the Company,
then the Required Sale shall constitute a Drag-Along Sale for purposes of
Section 4.4 and the provisions of Section 4.4 shall be applicable to such
Required Sale, without regard to the requirement set forth in Section 4.4 that
Initiating Shareholders hold 55% or more of the Common Shares, as if the Section
4.5 Seller had all of the rights of the Initiating Shareholder thereunder to
require the other Shareholders to participate in such Required Sale, provided,
however, that if the Required Sale shall not be consummated, all of the
provisions of this Section 4.5 shall then be reinstated.

                  (e) If the Required Sale is other than by means of a sale of
the outstanding Capital Stock of the Company, then the Company shall deliver a
written notice (the "Required Sale Notice") to each Shareholder setting forth in
detail the terms of the proposed Required Sale and the proposed closing date of
the Required Sale, which proposed date (the "Required Sale Closing Date") shall
be the later of (i) a Business Day not less than fifteen (15) or more than sixty
(60) days after such Required Sale Notice is delivered to the Shareholders, or
(ii) the fifth day following the receipt of all regulatory or third party
consents and approvals, if any, applicable to such Required Sale. Each
Shareholder will (x) take all such actions, including, without limitation,
voting in favor of such proposed sale and waiving any appraisal, dissenter or
similar rights under applicable law, as may be requested by the first initial
Section 4.5 Seller to carry out the purposes of this Section 4.5 and (y) execute
all documents reasonably requested by the initial Section 4.5 Seller provided,
that (i) no Shareholder shall be required to make any representation, covenant
or warranty in connection with the Required Sale, other than as to its ownership
and authority to transfer, free of liens, claims and encumbrances, the Common
Shares proposed to be transferred by it and the absence of conflicts with
agreements and laws applicable to such Shareholder, (ii) no Shareholder shall be
required to accept any consideration for its Common Shares other than cash,


                                       35
<PAGE>

Cash Equivalents or Marketable Securities, (iii) no Shareholder shall be
required to provide or be subject to any post-closing indemnification unless it
is pro rata with respect to all Shareholders (except with respect to claims that
relate specifically to such Shareholder) and limited in amount and duration to
an escrow and (iv) no Shareholder shall be required to be a party to any
non-compete or similar provision. The Required Sale shall be consummated at the
offices of the Company (or such other location selected by the Initiating
Shareholders) on the Required Sale Closing Date. The Company (or its
shareholders, on a pro rata basis) will bear all costs and expenses incurred in
connection with the Required Sale to the extent such costs and expenses are not
otherwise paid by the Acquiror. If the Required Sale shall not be consummated
within ninety (90) days of the mailing of the Section 4.5 Notice, all of the
provisions of this Section 4.5 shall then be reinstated.

                  (f) "FAIR MARKET VALUE OF COMMON SHARES" shall mean, for
purposes of this Section 4.5, the fair market value of each Common Share as
determined in accordance with the procedures set forth in Section 7.4.

                  Section 4.6  INVOLUNTARY TRANSFERS. In the event any or all of
a Shareholder's Common Shares are transferred involuntarily, directly or
indirectly, by operation of law or otherwise, such Shareholder shall give
written notice (an "Involuntary Transfer Notice") promptly after receiving
knowledge thereof, and in any case within fifteen (15) days of such involuntary
Transfer, to the other Shareholders, with a copy to the transferee, stating the
fact that the involuntary Transfer occurred, the reason therefor, the date of
such Transfer, the name and address of the transferee and the number of Common
Shares acquired by such transferee.

                  Section 4.7  LIABILITY OF TRANSFEROR. In the event that any
Shareholder proposes to make a Transfer permitted under this Article IV, such
Shareholder shall cause the transferee, prior to such Transfer, to execute one
or more instruments pursuant to which the transferee adopts and agrees to be
bound as a Shareholder to this Agreement and such transferring Shareholder shall
be released from the obligations (except for Article VI) hereunder (including
its commitment under Section 2.7) with respect to the interest represented by
the transferred Common Shares assumed by the transferee and, until the
transferee executes said instrument(s), such transfer shall not be valid and
effective and the transferor shall remain fully liable for the acts, omissions
or defaults of the transferee with respect to the interest represented by the
proposed transferred Common Shares and the provisions of this Agreement, as if
the transferor were still a party hereto; provided, however, that the
Non-Initiating Shareholder in a Drag-Along Sale shall not have any duty under
this Section 4.7. No Transfer shall relieve the transferor of responsibility for
its own acts, omissions or defaults.

                  Section 4.8  TRANSFERS TO A COMPETITOR OF THE COMPANY.

                  (a) If a Shareholder or Shareholders holding less than [*] of
the Common Shares outstanding Transfers Common Shares to a Competitor prior to a
Qualified Public

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       36
<PAGE>

Offering, then without further action, such Common Shares shall automatically,
and without any action on the Company's part, be converted into an equal number
of Non-Voting Shares, and such Shareholder shall have no further right to
designate Director Designee(s).

                  (b) If any Carrier Investor (i) becomes an Affiliate of a
Person that, at the time of such Carrier Investor becoming such an Affiliate, is
a Competitor or (ii) sells all or substantially all of its assets to a
Competitor, then without further action, the Common Shares then held by such
Carrier Investor shall automatically, and without any action on the Company's
part, be converted into an equal number of Non-Voting Shares, and such
Shareholder shall have no further right to designate a Director Designee. As
used in this Section 4.8(b), "Affiliate" shall not include any Person under
common control with a Carrier Investor by virtue of Carlyle or Providence
controlling such Person.

                  (c) If a Competitor acquires more than [*] of the Capital
Stock of a Carrier Investor or has the right to appoint at least one director or
manager of a Carrier Investor, such Shareholder shall have no further right to
designate a Director Designee.

                  (d) If a Carrier Investor shall commit an "Opt-Out Default"
under its Strategic Anchor Tenant Agreement prior to November 23, 2000, such
Shareholder shall have no further right to designate a Director Designee.

                  Section 4.9  PROHIBITED TRANSFERS. Notwithstanding anything in
this Article IV to the contrary, no Shareholder may transfer its Common Shares
and the Company may not purchase any Common Shares or effect any other
transaction pursuant to this Article IV (i) prior to the receipt of any
necessary governmental approvals or in violation of applicable law or (ii) in
violation of any of the provisions of the Articles of Incorporation. In the
event any governmental approvals are required for any Transfer or other
transaction under this Article IV, the Shareholders shall cooperate to obtain
such approvals.

                  Section 4.10  EXPENSES IN CONNECTION WITH TRANSFERS. Except in
connection with a Transfer by a non-Initiating Shareholder pursuant to Section
4.4, each Shareholder shall reimburse the Company on a pro rata basis for all
reasonable expenses incurred by the Company in connection with any Transfer
proposed or effectuated by such Shareholder.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

                  Section 5.1  REPRESENTATIONS AND WARRANTIES. Each Shareholder
represents and warrants to each of the other parties hereto as of the date
hereof as follows:

                  (a) It is duly organized and validly existing under the laws
of the jurisdiction of its organization and has all requisite power and
authority to own, lease and operate its properties, to

[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       37
<PAGE>

to carry out its business as it is now being conducted and to perform its
obligations hereunder, and under its constituent documents, and to consummate
the transactions contemplated hereby and thereby.

                  (b) The execution, delivery and performance of this Agreement
and the other documents referenced herein to which it is or is to be a party
have been authorized by all necessary action, and do not and will not: (i)
require any authorization, consent or approval that has not been given or
obtained of it or any governmental authority, (ii) violate any law, rule,
regulation, order, or decree presently in effect and having applicability to it,
(iii) violate any of its organizational documents, (iv) violate any permit,
concession, grant, franchise, license or other governmental authorization,
approval, judgment, order or decree, or any mortgage, agreement, deed of trust,
indenture or any other instrument to which it is a party or by which it is bound
or any of its properties or assets are bound or which is otherwise applicable to
it or (v) create or impose any liens, mortgages, pledges, claims, security
interests, charges or encumbrances or obligations to create a lien, charge,
pledge or mortgage.

                  (c) This Agreement is the legal and binding obligation of such
party, enforceable against such party in accordance with its terms, and any
other document referenced herein to which it is or is to be a party, when duly
executed and delivered by the parties thereto, will be the legal and binding
obligation of such party enforceable against such party in accordance with its
terms.

                  (d) There is no litigation pending or, to its knowledge,
threatened to which it or any of its Affiliates is a party which, if adversely
determined, would have a material adverse effect on the ability of such
Shareholder to perform its obligations hereunder.

                  (e) All negotiations relating to this Agreement and the
transactions contemplated hereby have been carried out without the intervention
of any Person acting on behalf of such party in a manner that could give rise to
any valid claim against the Company or any other party for any brokerage or
finder's commission, fee or similar compensation.

                                  ARTICLE VI.
                   CONFIDENTIALITY; SATISFACTION OF CONDITIONS

                  Section 6.1  CONFIDENTIALITY. If any Shareholder or the
Company has disclosed proprietary confidential information and trade secrets
("Confidential Information") to any other Shareholder or Shareholders in
connection with the transactions contemplated in this Agreement, each other
Shareholder agrees not to disclose any such Confidential Information to any
third party except to officers, directors, employees and advisors of a
Shareholder who need to know such Confidential Information for the purpose and
to the limited extent necessary to evaluate the business relationship herein
described and to take the steps contemplated by this Agreement (including
without limitation, Article IV, so long as any potential purchaser executes a
confidentiality agreement agreeing to the provisions set forth in this Article
VI). All extracts, digests, and copies of such Confidential Information shall be
maintained under strict control by its recipient. The term "Confidential
Information" shall not include such portions of the Confidential Information
which (i) is generally available to the public or has become, after the time of


                                       38
<PAGE>

discovery, part of the public domain by publication or otherwise through no
fault of the receiving party, (ii) was, prior to the time of disclosure, already
known to the receiving party and was not acquired, directly or indirectly, from
the disclosing party or its representatives, (iii) is, after the time of
disclosure, independently developed by the receiving party and not as a result
of disclosure of the Confidential Information by the disclosing party to the
receiving party, (iv) is, after the time of disclosure, acquired in good faith
without any restriction of confidentiality from a third party who is under no
secrecy obligation to the disclosing party with respect thereto which is known
to the receiving party or (v) is no longer treated as confidential by the
disclosing party. The provisions of this Article VI shall be also binding upon
each shareholder of any Special Purpose Shareholder.

                  Section 6.2  SATISFACTION OF CONDITIONS. Each Shareholder
shall cause to be satisfied all conditions to the Initial Capital Contributions
to the extent in the control of such Shareholder.

                                  ARTICLE VII.
                      DEFAULTS, TRIGGER EVENTS AND REMEDIES

                  Section 7.1  DEFAULTS. If any Shareholder:

                  (a) commits a material breach of its obligations under this
Agreement, including its obligations under Section 2.7, which is not cured
within ten (10) Business Days after written notice thereof; or

                  (b) shall (i) default on any material Indebtedness which is
not cured within sixty (60) days, have any material indebtedness accelerated or
fail generally to pay its debts as they become due, (ii) admit in writing its
inability to pay its debts generally as they become due, (iii) commence a
voluntary bankruptcy or insolvency case or proceeding, (iv) consent to, or
acquiesce in, the institution of a bankruptcy or an insolvency proceeding
against it or the entry of a judgment, decree or order for relief against it in
an involuntary case or proceeding, (v) apply for, consent to or acquiesce in the
appointment of or taking possession by a custodian or its business or of any
part of its property, (vi) make a general assignment for the benefit of its
creditors or (vii) take any corporate action in furtherance of or to facilitate,
conditionally or otherwise, any of the foregoing; or

                  (c) shall be subject to a judgment, decree or order of court
of competent jurisdiction which (i) is for relief against it in an involuntary
bankruptcy or insolvency case, (ii) appoints a custodian of its business or for
any part of its property or (iii) orders the winding-up or liquidation of its
affairs; and such judgment, decree or order shall remain unstayed and in effect
for a period of thirty (30) consecutive days; or any bankruptcy or insolvency
petition or application shall be filed, or any bankruptcy case or insolvency
proceeding shall be commenced against it and such petition, application, case or
proceeding is not dismissed within sixty (60) days,

then in the case of any event described in the foregoing subclauses (a), (b) or
(c) (each an "Event of Default") such Shareholder shall for the purposes hereof
be deemed a "Defaulting


                                       39
<PAGE>

Shareholder." Shareholders which are not Defaulting Shareholders shall for the
purposes hereof be deemed "Non-Defaulting Shareholders," and any Non-Defaulting
Shareholder may (and the Company shall) serve notice (a "Default Notice") on a
Defaulting Shareholder of the occurrence of an Event of Default.

                  Each Shareholder agrees that with respect to the payment of
its Additional Capital Contributions, time is of the essence, that any Event of
Default by any Shareholder would cause injury to the Company and to the other
Shareholders and that the amount of damages caused by any such injury would be
extremely difficult to calculate. Accordingly, the Shareholders agree that upon
any Event of Default by a Shareholder at any time, all of the succeeding
provisions of this Article VII shall apply.

                  Section 7.2  TRIGGER EVENTS.

                  (a) If any Carrier Investor (i) becomes an Affiliate of a
Person that, at the time of such Carrier Investor becoming such an Affiliate, is
a Competitor or (ii) sells all or substantially all of its assets to a
Competitor, then, within 45 days after such event, each of the other
Shareholders shall have the right to exercise the remedies of Non-Defaulting
Shareholders under Section 7.4, treating such Carrier Investor as if it were a
Defaulting Shareholder.

                  (b) If any Carrier Investor (i) becomes an Affiliate of a
Person that, at the time of such Carrier Investor becoming such an Affiliate, is
a Competitor or (ii) sells all or substantially all of its assets to a
Competitor and an Event of Default occurs with respect to such Carrier Investor
under Section 7.1(a) caused by the failure of such Carrier Investor to satisfy
its obligations under Section 2.7, then in lieu of all other remedies hereunder,
each of the other Shareholders shall have the right to exercise the remedies of
Non-Defaulting Shareholders under Section 7.4 (computing the 45 day period
referred to in Section 7.4 from the date of the Event of Default), treating such
Carrier Investor as if it were a Defaulting Shareholder, but at a price per
Common Share equal to the lesser of Fair Market Value as calculated under
Section 7.4 or the Subscription Price.

                  (c) As used in this Section 7.2, "Affiliate" shall not include
any Person under common control with a Carrier Investor by virtue of Carlyle or
Providence controlling such Person.

                  Section 7.3  ACTIONS UPON DEFAULT.

                  (a) In the case of a default described by Section 7.1(a) that
is not a default caused by the failure to fund an Additional Capital
Contribution required pursuant to Section 2.7, the Defaulting Shareholder shall
have forty-five (45) days after the receipt of a Default Notice within which to
remedy the breach. During such forty-five (45) day period, the Shareholders
shall use their commercially reasonable efforts to resolve the matter to their
mutual satisfaction.

                  (b) In the case of a default described by Section 7.1(a) that
is a default caused by the failure to fund an Additional Capital Contribution
required pursuant to Section 2.7, the Defaulting Shareholder shall have ten (10)
Business Days after the designated Capital Call Date


                                       40
<PAGE>

for such Additional Capital Contribution to fund such Additional Capital
Contribution. If, after such ten (10) day period, the Defaulting Shareholder has
not funded its required Additional Capital Contribution, (i) the Company shall
promptly notify each Non-Defaulting Shareholder of such failure and (ii) any
Non-Defaulting Shareholder shall have the right (but not the obligation), upon
five (5) days prior written notice to the Defaulting Shareholder, to fund its
Pro Rata Share of the unfunded portion of such Additional Capital Contribution
within thirty (30) Business Days after the designated Capital Call Date for such
Additional Capital Contribution. Amounts contributed by a Non-Defaulting
Shareholder pursuant to this Section 7.3(b) shall not be, and shall not be
deemed to be, in respect of or in satisfaction of its Capital Commitment
hereunder.

                  (c) In the case of a default described by Section 7.1(b) or
Section 7.1(c), in the case of a default described by Section 7.1(a) that is
not a default caused by the failure to fund an Additional Capital
Contribution required pursuant to Section 2.7 if at the end of the applicable
forty-five (45) day period the Defaulting Shareholder has not remedied the
default or the matter has not otherwise been settled to the satisfaction of
the Non-Defaulting Shareholders, or in the case of a default described by
Section 7.1(a) that is a default caused by the failure to fund an Additional
Capital Contribution required pursuant to Section 2.7 if at the end of the
applicable ten (10) day period the Defaulting Shareholder has not funded the
required Additional Capital Contribution, the Non-Defaulting Shareholders
upon the vote of Non-Defaulting Shareholders holding a majority of the Shares
held by all Non-Defaulting Shareholders, shall have the right, at their
option, to do any one or more of the following:

                       (i)    seek monetary damages from the Defaulting
                              Shareholder, but only to the extent of the Common
                              Shares owned by the Defaulting Shareholder, valued
                              at Fair Market Value as described in Section 7.4;

                       (ii)   exercise their purchase option pursuant to Section
                              7.4; or

                       (iii)  seek specific enforcement of the Defaulting
                              Shareholder's covenants or obligations under this
                              Agreement or other equitable remedy.

                  (d) In addition to the remedies set forth above, in the case
of a default described in Section 7.1, the Director Designees of the Defaulting
Shareholder shall not vote or count in determining a quorum or majority for the
conduct of any business, and the Common Shares held by such Defaulting
Shareholders shall automatically, and without any action on the Company's part,
be converted into an equal number of Non-Voting Shares.

                  Section 7.4  OPTION OF NON-DEFAULTING SHAREHOLDERS TO PURCHASE
COMMON SHARES.

                  (a) In addition to the remedies set out in Section 7.3, the
Non-Defaulting Shareholders or, at the election of the Non-Defaulting
Shareholders, the Company may, within forty-five (45) days of their being so
entitled pursuant to Sections 7.3(c)(iii), notify the Defaulting Shareholder of
their election to purchase on a pro rata basis, the Common Shares or Non-Voting


                                       41
<PAGE>

Shares (collectively, "Defaulted Shares") owned by the Defaulting Shareholder
for a price in cash equal to the Fair Market Value of such Defaulted Shares at
the end of the most recently ended Fiscal Quarter, which price may be paid
either in cash or by delivery of such Non-Defaulting Shareholder's non-recourse
negotiable promissory note, which shall be secured by a pledge of the Defaulted
Shares purchased from the Defaulting Shareholder, bear interest at 12% per
annum, have a maturity of two (2) years and be subject to mandatory prepayment
upon the occurrence of any secondary public offering or sale of the Company,
whether structured as a sale of stock, merger, recapitalization, sale of all or
substantially all the assets of the Company or otherwise. The Defaulting
Shareholder shall have a period of forty-five (45) days after receipt of such
notice to solicit offers from third parties to purchase for cash or Marketable
Securities such Defaulted Shares and the provisions of Section 4.2 shall apply
with respect to such offer, MUTATIS MUTANDIS. If the Defaulting Shareholder does
not present such an all-cash offer within forty-five (45) days after delivery of
the notice from the Non-Defaulting Shareholders, the Non-Defaulting Shareholders
shall be entitled to proceed with the purchase of the Defaulted Shares on the
terms and conditions set forth in this Section 7.4.

                  (b) If the Non-Defaulting Shareholders elect to purchase the
Defaulted Shares owned by the Defaulting Shareholder pursuant to this Section
7.4, the Shareholders will attempt in good faith to determine the Fair Market
Value (on a going concern basis) of the Company and the Defaulted Shares. If the
Shareholders cannot agree on a valuation within thirty (30) days after any
Shareholder exercises its rights under this Section 7.4, then Non-Defaulting
Shareholder holding a majority of Defaulted Shares held by Non-Defaulting
Shareholders will retain an internationally known investment banking firm with
relevant experience to make an independent valuation of the Fair Market Value
(on a going concern basis) of the Company and the Defaulted Shares. The fees and
expenses of such investment banking firm will be borne by the Defaulting
Shareholder. The Defaulting Shareholder shall have the right to retain an
internationally known investment banking firm to make an independent valuation
of the Fair Market Value (on a going concern basis) of the Company and the
Defaulted Shares. The fees and expenses of such investment banking firm shall be
borne by the Defaulting Shareholder.

                  (c) Each valuation of the Company and Defaulted Shares
pursuant to this Section 7.4 shall take into account all of the relevant facts
and circumstances related to the Company at that time (including the price a
willing buyer would pay and a willing seller would accept in an arms-length
transaction), and shall be completed within one month after the relevant
investment banking firm is retained.

                  (d) If two investment banking firms are retained pursuant to
Section 7.4(b) and the Fair Market Values of the Company and the Defaulted
Shares as determined by such investment banking firms differ by an amount which
is less than or equal to 10%, the Fair Market Value of the Company and the
Defaulted Shares shall be the average of such valuations. If the Fair Market
Values of the Company and the Defaulted Shares as determined by such investment
banking firms differ by an amount which is greater than 10%, such investment
banking firms shall select a third internationally recognized investment banking
firm to determine the Fair Market Value (on a going concern basis) of the
Company and the Defaulted Shares, the fees and expenses of which will be borne
by the Shareholders in accordance with their respective Share Percentages. If
the Fair Market Value of the Company and the Defaulted Shares as determined by
such third


                                       42
<PAGE>

investment banking firm is between the Fair Market Values determined by the
other two investment banking firms, the Fair Market Value of the Company and the
Defaulted Shares shall be the value determined by such third investment banking
firm. If the Fair Market Value of the Company and the Defaulted Shares as
determined by such third investment banking firm is greater than or equal to the
higher of the Fair Market Values of the Company and the Defaulted Shares as
determined by the other two investment banking firms or is less than or equal to
the lower of the Fair Market Values of the Company and the Defaulted Shares as
determined by such other investment banking firms, the Fair Market Value of the
Company and the Defaulted Shares shall be the valuation of the first two firms
which is nearest, in absolute terms, to the valuation of the third investment
banking firms.

                                  ARTICLE VIII.
                                    DEADLOCK

                  Section 8.1  DEADLOCK. If at any time there is a dispute or
disagreement which results in a Deadlock (as defined below), any Shareholder may
notify each other Shareholder that a Deadlock has occurred (a "Deadlock
Notice"). Each Shareholder agrees that upon delivery or receipt of a Deadlock
Notice, it will use all reasonable efforts to resolve such Deadlock within
fifteen (15) days of the date of the Deadlock Notice. If such Deadlock is not
resolved within such fifteen (15) day period, then any Shareholder may, by
notice to the other Shareholders (the "Triggering Notice"), call a Shareholders
Meeting for the purpose of voting on the matter which is the subject of the
Deadlock. After such Shareholders Meeting, each of the Shareholders shall cause
its Director Designees to vote in favor of any action which received
Supermajority Shareholder Approval at such Shareholders Meeting. "Deadlock"
means, at any time the Board of Directors has an even number of Directors, any
matter requiring approval of the Board of Directors shall not have been approved
by a majority of the Directors but instead shall have been approved by one-half
of the Directors.

                                   ARTICLE IX.
                           TERMINATION AND DISSOLUTION

                  Section 9.1  TERMINATION. This Agreement shall terminate upon
the occurrence of any of the following events (each a "Termination Event"):

                  (a) by final, nonappealable court or other governmental order;
or

                  (b) by unanimous vote of the Shareholders.

                  Section 9.2  WINDING-UP. Promptly after the occurrence of a
Termination Event, the Shareholders shall seek to sell all of the issued and
outstanding Common Shares to a buyer or buyers (which may include a Shareholder
or an Affiliate of a Shareholder) in accordance with the Auction provisions of
Section 4.5; provided that all Common Shares shall be sold to such buyer or
buyers at an identical price and on identical terms.


                                       43
<PAGE>

                                   ARTICLE X.
                                  MISCELLANEOUS

                  Section 10.1  AFTER-ACQUIRED COMMON SHARES. All of the
provisions of this Agreement shall apply to all Common Shares now owned or which
may be issued or Transferred hereafter to, or owned by, any Shareholder.

                  Section 10.2  RIGHTS OF TRANSFEREES AND TRANSFERORS;
REQUIREMENT TO BECOME A PARTY. Except as set forth in Sections 3.5(h) and 4.8,
if a Shareholder transfers any or all of its Common Shares to any Permitted
Transferee or other Person in compliance with this Agreement, such transferee
shall have the same rights hereunder (including, without limitation, if such
transferee has acquired 100% of such Shareholder's shares, the right to
designate Directors pursuant to Section 3.1) as are given to, and shall be
subject to the same obligations as are imposed upon the Shareholder by the terms
hereof with respect to the Common Shares that are the subject of the Transfer.
If the Shareholder transfers 100% of its Common Shares, such Shareholder shall
cease to have any rights hereunder. No Transfer shall be in compliance with this
Agreement or effective unless made in compliance with Section 4.7.

                  Section 10.3  TERMINATION ON QUALIFIED PUBLIC OFFERING. The
provisions of Sections 2.7, 2.8, 3.1, 3.6, Article IV, Article VII, Article
VIII, and Section 9.2 hereof shall terminate immediately prior to the closing of
a Qualified Public Offering.

                  Section 10.4  OWNER OF COMMON SHARES. The Person in whose name
Common Shares are registered in the Register may be treated as the owner thereof
for all purposes, including without limitation, for the giving of notices under
this Agreement.

                  Section 10.5  TAX ELECTIONS. The Shareholders agree that
Gibraltarco and all of the Company's subsidiaries shall elect to be treated as
partnerships or disregarded as entities separate from their owners for United
States federal income tax purposes, except to the extent that Carlyle and
Providence mutually agree otherwise. Carlyle is hereby authorized to execute and
file on behalf of all such entities such filings, elections, and declarations as
may be necessary to effectuate such elections.

                  Section 10.6  CONFLICT OF TERMS. In the event that the terms
of this Agreement and the terms of any of the Articles of Incorporation differ,
the Shareholders shall take, and shall cause the Company and its Board of
Directors to take, such steps as are necessary to amend the applicable Articles
of Incorporation to reflect the terms of this Agreement, so far as permitted by
law. Until such time as the Articles of Incorporation have been amended to
reflect the terms of this Agreement, the terms of this Agreement shall prevail
as between the Shareholders, so far as permitted by law. If any such amendment
is not permitted by law, the applicable Memorandum of Articles of Incorporation
shall prevail.

                  Section 10.7  LEGEND. So long as the provisions of Article IV
of this Agreement remain in effect and a Qualified Public Offering has not
occurred, all certificates evidencing Common Shares shall be endorsed with the
following legend:


                                       44
<PAGE>

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED,
                  OR ANY STATE SECURITIES LAWS, AND THE SALE OR OTHER TRANSFER
                  THEREOF, OR ANY INTEREST THEREIN, MAY BE MADE ONLY IN A
                  TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN EXEMPTION FROM,
                  THE REGISTRATION REQUIREMENTS OF SUCH ACT. THE SALE, TRANSFER,
                  PLEDGE OR OTHER ENCUMBRANCE OF DISPOSITION OF THE SECURITIES
                  REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO AND RESTRICTED
                  BY A SHAREHOLDERS AGREEMENT DATED AS OF NOVEMBER 23, 1999, AS
                  IT MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE
                  PROVISIONS THEREOF (THE "AGREEMENT"), WHICH CONTAINS
                  RESTRICTIONS ON TRANSFER, RIGHTS OF FIRST REFUSAL, TAG-ALONG
                  AND DRAG-ALONG PROVISIONS. COPIES OF THE AGREEMENT MAY BE
                  OBTAINED FROM THE SECRETARY OF THE COMPANY.

                  Section 10.8  NOTICES. All notices and other communications
provided for or permitted hereunder shall be made in writing by hand-delivery,
air courier or facsimile transmission to the persons and addresses set forth on
Schedule 3 hereto. All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; three business
days after being timely dispatched delivery prepaid, if by air courier; and when
receipt acknowledged, if sent by facsimile transmission. Any of the addresses
listed in Schedule 3 may be changed by notice made in accordance with this
subsection.

                  Section 10.9  APPLICABLE LAW. This Agreement is governed by
and shall be construed in accordance with the laws of New York (except to the
extent the laws of Luxembourg are mandatorily applicable).

                  Section 10.10  ARBITRATION. The Shareholders agree that any
dispute arising out of or in connection with this Agreement or the transactions
contemplated hereby shall be finally settled by arbitration. The Shareholders
shall negotiate in good faith and use all reasonable efforts to agree upon a
resolution of any dispute after receipt of written notice of such dispute from a
Shareholder. If the Shareholders cannot agree on an amicable settlement within
sixty (60) days from written submission of the matter by one Shareholder to
another, the matter shall be submitted to arbitration. The Shareholder invoking
arbitration shall appoint one arbitrator, the other Shareholder shall appoint
one arbitrator, and the two arbitrators so appointed shall select a third
arbitrator. In the event such arbitrators cannot agree upon a third arbitrator,
a third arbitrator shall be selected in accordance with the international rules
as then in effect of the American Arbitration Association. The decision of two
of the three arbitrators so appointed as to the validity of any claim shall be
conclusive and binding upon the parties to this Agreement. Any such arbitration
shall be held in New York, New York under the international rules as then in
effect of the American Arbitration Association; provided that the arbitrators
shall not have the


                                       45
<PAGE>

powers of AMIABLE COMPOSITEURS or EX AEQUO ET BONO. Notwithstanding Section
10.9, any arbitration and this Section 10.10 shall be governed by Title 9
(Arbitration) of the United States Code. The parties hereto intend that this
Agreement and any interpretation, construction or enforcement hereof by the
arbitrators will be governed by the specific terms of this Agreement. The
official language of any such arbitration will be English. Each party to any
such arbitration shall pay its own expenses; provided that the fees, costs and
expenses of the third arbitrator shall be borne equally by the Shareholder
invoking arbitration, on the one hand, and the other Shareholders, on the other
hand.

                  Section 10.11  AMENDMENT. No amendment, modification, waiver,
change or addition hereto shall be effective or binding on any party hereto
unless the same is in writing and signed by the Company and Shareholders
representing 90% of the Common Shares then outstanding; provided that no such
amendment shall discriminate against any particular Shareholder without such
Shareholder's consent.

                  Section 10.12  ASSIGNMENT. Except as set forth in Section 10.2
and subject to compliance with Section 4.7, the provisions of this Agreement
shall be binding upon and shall inure to the benefit of the Shareholders and
their respective heirs, successors and permitted assigns.

                  Section 10.13  EXPENSES. Except as set forth herein, each of
the Shareholders shall be responsible for and pay all expenses, costs and fees
incurred or assumed by such Shareholder in connection with the preparation,
negotiation and execution of this Agreement, compliance herewith and the
consummation of the transactions contemplated hereby.

                  Section 10.14  SPECIFIC ENFORCEMENT. Each of the parties
hereto acknowledges and agrees that (a) monetary damages would be an inadequate
remedy for a breach of any of the provisions of this Agreement, (b) in addition
to being entitled to exercise all of their rights granted by law or this
Agreement, including recovery of damages, the other parties shall therefore be
entitled to specific performance of its rights under this Agreement and (c) in
the event of any action for specific performance it shall waive the defense that
a remedy at law would be adequate.

                  Section 10.15  HEADINGS. The headings of this Agreement are
for reference only and shall not be deemed to form part of the text.

                  Section 10.16  ENTIRE AGREEMENT. This Agreement and the other
documents or instruments referred to herein when delivered, or required to be
delivered in connection herewith, constitute the entire agreement among the
Shareholders and supersede all prior agreements and undertakings, oral or
written, among them or between any of them with respect to the subject matter
hereof.

                  Section 10.17  WAIVERS. Any waiver, express or implied, by any
Shareholder of any right hereunder or of any failure to perform or breach hereof
by any other Shareholder shall not constitute or be deemed a waiver of any other
right hereunder or of any other failure to perform or breach hereof by any
Shareholder, whether of a similar or dissimilar nature, unless the same is in
writing and signed by each Shareholder.


                                       46
<PAGE>

                  Section 10.18  SEVERABILITY. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of its other provisions. Following the determination
that any provision of this Agreement is unenforceable, the Shareholders shall
negotiate in good faith a new provision that, as far as legally possible, most
nearly reflects the intent of the Shareholders and that restores this Agreement
as nearly as possible to its original intent and effect.

                  Section 10.19  NO THIRD PARTY BENEFICIARIES. This Agreement is
solely for the benefit of the Shareholders and the Company, and their respective
successors and permitted assigns, and this Agreement shall not otherwise be
deemed to confer upon or give to any other third party any right, claim, cause
of action, or other interest herein.

                  Section 10.20  PUBLIC STATEMENTS. The parties shall not issue
any public announcement or statement with respect to this Agreement or the
transaction contemplated hereby without the consent of the other parties hereto,
except as may be required by law in which case the affected party shall use its
best efforts to obtain the prior consent of the other parties hereto.

                  Section 10.21  EXECUTION IN COUNTERPARTS. This Agreement may
be executed in one or more counterparts and by one or more parties to any
counterpart, each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.


                                       47
<PAGE>

                  IN WITNESS WHEREOF, the Shareholders have entered into this
Agreement as of the day and year first above written.

                                            HUBCO S.A.

                                            By:  /s/ Thor Geir Ramleth
                                                 -------------------------------
                                                 Name:    Thor Geir Ramleth
                                                 Title:   CEO

                                            PROVIDENCE EQUITY PARTNERS III L.P.

                                            By:  Providence Equity Partners
                                                 III L.L.C., its general partner

                                                 By:  /s/Glenn M. Creamer
                                                      --------------------------
                                                      Name:    Glenn M. Creamer
                                                      Title:   Managing Director

                                            PROVIDENCE EQUITY OPERATING PARTNERS
                                            III L.P.

                                            By:     Providence Equity Partners
                                            III L.L.C, its general partner

                                                 By: /s/Glenn M. Creamer
                                                     ---------------------------
                                                      Name:    Glenn M. Creamer
                                                      Title:   Managing Director


                                      S-1
<PAGE>

                                            CARRIER1 INTERNATIONAL S.A.

                                            By:  /s/ Stig Johansson
                                                 -------------------------------
                                                 Name:    Stig Johansson
                                                 Title:   Chairman of the Board

                                            By:  /s/ Thomas J. Wynne
                                                 -------------------------------
                                                 Name:    Thomas J. Wynne
                                                 Title:   Director


                                            iaxis B.V.

                                            By:  /s/ Abteen Sai
                                                 -------------------------------
                                                 Name:    Abteen Sai
                                                 Title:   Director


                                      S-2
<PAGE>

                                      "CARLYLE"

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.



                                      S-3
<PAGE>

                                      [*]


        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                      S-4
<PAGE>

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                      S-5
<PAGE>

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                      S-6
<PAGE>

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                      S-7
<PAGE>

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                       S-8
<PAGE>

                                      [*]

        *:      THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.


                                      S-9
<PAGE>

                                                                      SCHEDULE 1

                        SUBSCRIPTIONS OF INITIAL CAPITAL

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                  SUBSCRIPTION PRICE       NUMBER OF       PERCENTAGE         TOTAL
                                      PER SHARE          COMMON SHARES                    PURCHASE PRICE
-------------------------------------------------------------------------------------------------------------------

<S>                               <C>                    <C>               <C>            <C>
[*]                                              [*]               [*]            [*]                [*]



                                  ---------------------------------------------------------------------------------
</TABLE>



 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       i
<PAGE>

                                                                      SCHEDULE 2

                               CAPITAL COMMITMENTS
                                 (IN $ MILLIONS)

<TABLE>
<CAPTION>
                                                                         MAXIMUM
                                                                    ADDITIONAL CAPITAL
                                                                       COMMITMENTS                 CAPITAL
                                              INITIAL CAPITAL                                    COMMITMENTS
-----------------------------------------------------------------------------------------------------------------

<S>                                           <C>                   <C>                          <C>
[*]                                                       [*]                  [*]                       [*]



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



                                                    -------------------------------------------------------------
</TABLE>



 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       ii
<PAGE>

                                                                      SCHEDULE 3

                              ADDRESSES FOR NOTICES

<TABLE>
<CAPTION>
<S>                                         <C>
         Carlyle:                           The Carlyle Group
                                            520 Madison Avenue
                                            41st Floor
                                            New York, NY  10022
                                            USA

                                            Attn:    Brooke Coburn
                                            Tel:     (212) 381-4900
                                            Fax:     (212) 381-4901

         iaxis B.V.:                        iaxis B.V.
                                            iaxis limited
                                            7th Floor
                                            200 Grays Inn Road
                                            London, WC1X 8NP
                                            United Kingdom

                                            Attn:    Abteen Sai
                                            Tel:     44-0207-422-3000
                                            Fax:     44-0207-422-3001

         Carrier1:                          Carrier1 International S.A.
                                            Militarstrasse 36
                                            CH-8004 Zurich
                                            Switzerland

                                            Attn:    Terje Nordhal
                                            Tel:     (411) 297-2600
                                            Fax:     (411) 297-2601

         Providence:                        Providence Equity Partners III L.P.
                                            Kennedy Center Plaza
                                            900 Fleet Center
                                            Providence, RI  02903

                                            USA

                                            Attn:    Alexander Evans
                                            Tel:     (401) 751-1700
                                            Fax:     (401) 751-1790
</TABLE>


                                      iii
<PAGE>

                                                                       EXHIBIT A

                            ARTICLES OF INCORPORATION


                                       iv
<PAGE>

HUBCO S.A.
Societe anonyme
Siege social: Luxembourg

CONSTITUTION DE SOCIETE DU 19 NOVEMBRE 1999

In the year one thousand nine hundred and ninety-nine on the nineteenth of
November

Before us Maitre Gerard LECUIT, notary residing in Hesperange

There appeared the following:

1. CARRIER1 INTERNATIONAL S.A., with registered office at avec siege social
L - 8009 Strassen 3, route d'Arlon, Luxembourg

2. CARLYLE INTERNATIONAL PARTNERS II, L.P., Cayman Islands Limited
Partnership, located at c/o Coutts & Co (Cayman) LTD, PO BOX 707, Grand
Cayman, Cayman Islands, British West Indies.

Both here represented by Maitre Laurent LAZARD, attorney-at-law, residing in
Luxembourg, by virtue of two proxies given on November 18th, 1999.

Which proxies shall be signed "ne varietur" by the mandatories of the
appearing parties and the undersigned notary and shall be attached to the
present deed to be filed at the same time.

Such appearing parties, in the capacity in which they act, have requested the
notary to inscribe as follows the articles of association of a societe
anonyme which they form between themselves:

TITLE I. - DENOMINATION, REGISTERED OFFICE, OBJECT, DURATION
------------------------------------------------------------

Article 1.-

There is hereby established a societe anonyme under the name of HUBCO S.A.

Article 2.-

The registered office of the corporation is established in Luxembourg.

If extraordinary political or economic events occur or are imminent, which
might interfere with the normal activity at the registered office, or with
easy communication between this office and abroad, the registered office may
be declared to have been

<PAGE>

                                   2

transferred abroad provisionally until the complete cessation of these
abnormal circumstances.

Such decision, however, shall have no effect on the nationality of the
corporation. Such declaration of the transfer of the registered office shall
be made and brought to the attention of third parties by the organ of the
corporation which is best situated for this purpose under such circumstances.

Article 3.-

The corporation is established for an unlimited period.

Article 4.-

The corporation shall have as its business purpose the holding of
participations, in any form whatsoever, in Luxembourg and foreign companies,
the acquisition by purchase, subscription, or in any other manner as well as
the transfer by sale, exchange or otherwise of stock, bonds, debentures,
notes and other securities of any kind, the possession, the administration,
the development and the management of its portfolio.

The corporation may participate in the establishment and development of any
financial, industrial or commercial enterprises and may render any assistance
by way of loan, guarantees or otherwise to its subsidiaries or affiliated
companies. The corporation may borrow in any form and proceed to the issuance
of bonds.

In general, it may take any controlling and supervisory measures and carry
out any financial, movable or immovable, commercial and industrial operation
which it may deem useful in the accomplishment and development of its purpose.

TITLE II. - CAPITAL, SHARES
--------------------------

Article 5.-

The corporate capital is set at be forty thousand United States Dollars
(40,000.- USD) divided into twenty thousand (20,000) shares of two United
States Dollars (2 USD) each.

The shares may be created at the owner's option in certificates representing
single shares or in certificates representing two or more shares.

The shares are in registered or bearer form, at the shareholder's option.

<PAGE>

                                       3



The corporation may, to the extent and under the terms permitted by law,
purchase its own shares.

TITLE III.-MANAGEMENT
---------------------

Article 6.-

The corporation is managed by a Board of Directors composed of eight (8)
members, either shareholders or not, who are appointed for a period not
exceeding six years by the general meeting of shareholders which may at any
time remove them.

The number of directors, their term and their remuneration are fixed by the
general meeting of the shareholders.

Article 7.-

The Board of Directors will elect from among its members a chairman.

The Board of Directors convenes upon call by the chairman, as often as the
interest of the corporation so requires. It must be convened each time two
directors so request.

Article 8.-

The Board of Directors is invested with the broadest powers to perform all
acts of administration and disposition in compliance with the corporate object.

All powers not expressly reserved by law or by the present articles of
association to the general meeting of shareholders fall within the competence
of the Board of Directors. The Board of Directors may pay interim dividends
in compliance with the legal requirements.

Article 9.-

The corporation will be bound in any circumstances by the signature of two
directors or by the sole signature of the managing director, unless special
decisions have been reached concerning the authorised signature in case of
delegation of powers or proxies given by the Board of Directors pursuant to
article 10.- of the present articles of association.

Article 10.-

The Board of Directors may delegate its power to conduct the daily management
of the corporation to one or more directors, who will be called managing
directors.

<PAGE>

                                        4

It may also commit the management of all the affairs of the corporation or of
a special branch to one or more managers, and give special powers for
determined matters to one or more proxyholders, selected from its own members
or not, either shareholders or not.

Article 11.-

Any litigations involving the corporation either as plaintiff or as
defendant, will be handled in the name of the corporation by the Board of
Directors, represented by its chairman or by the director delegated for this
purpose.

TITLE IV.- SUPERVISION
----------------------

Article 12.-

The corporation is supervised by one or several statutory auditors,
appointed by the general meeting of shareholders which will fix their number
and their remuneration, as well as the term of their office, which must not
exceed six years.

TITLE V.- GENERAL MEETING
-------------------------

Article 13.-

The annual meeting will be held in Luxembourg at the place specified in the
convening notices on the 31st of March at 10.00 o'clock and for the first
time in the year 2001.

If such day is a legal holiday, the general meeting will be held on the next
following business day.

TITLE VI.- ACCOUNTING YEAR, ALLOCATION OF PROFITS
-------------------------------------------------

Article 14.-

The accounting year of the corporation shall begin on the first of January
and shall terminate on the thirty first of December of each year, with the
exception of the first accounting year, which shall begin on the date of the
formation of the corporation and shall terminate on the 31st of December 2000.

Article 15.-

After deduction of any and all of the expenses of the corporation and the
amortizations, the credit balance represents the net profits of the
corporation. Of the net profits, five

<PAGE>

                                       5

percent (5,00%) shall be appropriated for the legal reserve; this deduction
ceases to be compulsory when the reserve amounts to ten percent (10,00%) of
the capital of the corporation, but it must be resumed until the reserve is
entirely reconstituted if, at any time, for any reason whatsoever, it has
been touched.

TITLE VII.-DISSOLUTION, LIQUIDATION
-----------------------------------

Article 16.-

The corporation may be dissolved by a resolution of the general meeting of
shareholders. If the corporation is dissolved, the liquidation will be
carried out by one or more liquidators, physical or legal persons, appointed
by the general meeting of shareholders which will specify their powers and
fix their remunerations.

TITLE VIII.-GENERAL PROVISIONS
------------------------------

Article 17.-

All matters not governed by these articles of association are to be construed
in accordance with the law of August 10th 1915 on commercial companies and
the amendments hereto.

                                 SUBSCRIPTION

The articles of association having thus been established, the parties
appearing declare to subscribe the whole capital as follows:

1. CARRIER I INTERNATIONAL S.A.              19,999 shares

2. CARLYLE INTERNATIONAL PARTNERS II, L.P.        1 share
                                             ------
TOTAL                                        20,000 shares

All the shares have been paid up to the extent of twenty five (25%) by
payment in cash, so that the amount of ten thousand United States Dollars
(10,000.-USD) is now available to the corporation, evidence thereof having
been given to the notary.

                                  STATEMENT

The undersigned notary states that the conditions provided for in article 26
as amended of the law of August 10th 1915 on commercial companies have been
observed.

<PAGE>


                                       6


                                     COSTS

The aggregate amount of the costs, expenditures, remunerations or expenses,
in any form whatsoever, which the corporation incurs or for which it is
liable by reason of its organisation, is approximately eighty thousand
Luxembourg francs (80,000 Luf).

                         EXTRAORDINARY GENERAL MEETING

The above named persons, representing the entire subscribed capital and
considering themselves as duly convoked, have immediately proceeded to hold
an extraordinary general meeting.

Having first verified that it was regularly constituted, they have passed the
following resolutions by unanimous vote:

1.-The number of directors is fixed at eight (8) and the number of auditors
at one (1).

2.-The following are appointed directors:

Frank YEARY, company director
Gabe FINKE, company director
Brooke COBURN, company director
Glenn CREAMER, company director
Alexander EVANS, company director
Terje NORDHAL, company director
Thor Geir RAMLETH, company director
Abteen SAI, company director

3.-The statutory auditor will be appointed at a subsequent shareholders
meeting

4.-Their terms of office will expire after the annual meeting of shareholders
of the year 2001

5.-The registered office of the company is established in Luxembourg, 3,
Boulevard Prince Henri L-1724 Luxembourg.

WHEREOF, the present notarial deed was drawn up in Hesperange


<PAGE>

                                       7

The document having been read to the persons appearing, all of whom are known
to the notary by their surnames, Christian names, civil status and
residences, the said persons appearing signed together with the notary
the present deed.

The undersigned notary, who understands and speaks English, states herewith
that on request of the above appearing persons, the present deed is worded
in English, followed by a French translation. On request of the same
appearing persons and in case of divergences between the English and the
French text, the English version will prevail.

L'an mil neuf cent quatre-vingt dix-neuf, le dix-neuf novembre

Pardevant Maitre Gerard LECUIT, notaire de residence a Hesperange

ONT COMPARU

1.  CARRIER I INTERNATIONAL S.A., avec siege social L - 8009 Strassen 3,
route d'Arlon, Luxembourg.

2.  CARLYLE INTERNATIONAL PARTNERS II, L.P., Cayman Islands Limited
Partnership, etablie a c/o Coutts & Co (Cayman) LTD, PO BOX 707, Grand
Cayman, Cayman Islands, British West Indies.

Toutes deux ici representees par Maitre Laurent LAZARD, avocat, demeurant a
Luxembourg, en vertu de deux procurations donnees le 18 novembre 1999

Lesquelles deux predites procurations apres avoir ete paraphees ne varietur
resteront annexees au present acte pour etre soumises avec lui aux formalites
de l'enregistrement.

Lesqeuls comparants, es-qualites qu'ils agissent, ont requis le notaire
instrumentaire de dresser acte constitutif d'une societe anonyme qu'ils
declarent constituer entre eux et dont ils ont arrete les statuts comme suit:

TITRE I. - DENOMINATION, SIEGE SOCIAL, OBJET, DUREE
---------------------------------------------------

Article 1er.-

Il est forme une societe anonyme sous le denomination de HUBCO S.A..

Article 2.-

Le siege de la societe est etabli a Luxembourg.

<PAGE>

                                    8

Au cas ou des evenements extraordinaires d'ordre politique ou economique, de
nature a compromettre l'activite normale au siege social ou la communication
aisee de ce siege avec l'etranger se produiront ou seront imminents, le
siege social pourra etre declare transfere provisoirement a l'etranger,
jusqu'a cessation complete de ces circonstances anormales.

Une telle decision n'aura aucun effet sur la nationalite de la societe. La
declaration de transfert du siege sera faite et portee a la connaissance des
tiers par l'organe de la societe qui se trouvera le mieux place a cet effet
dans les circonstances donnees.

Article 3.-

La societe est constituee pour une duree indeterminee.

Article 4.-

La societe a pour objet la prise de participations, sous quelque forme que
ce soit, dans des entreprises luxembourgeoises ou etrangeres, l'acquisition
par achat, souscription ou de toute autre maniere, ainsi que l'alienation par
vente, echange ou de toute autre maniere de titres, obligations, creances,
billets et autres valeurs de toutes especes, la possession, l'administration,
le developpement et la gestion de son portefeuille.

La societe peut participer a la creation et au developpement de n'importe
quelle entreprise financiere, industrielle ou commerciale et preter tous
concours, que ce soit par des prets, garanties ou de toute autre maniere a
des societes filiales ou affiliees. La societe peut emprunter sous toutes les
formes et proceder a l'emission d'obligations.

D'une facon generale, elle peut prendre toutes mesures de controle et de
surveillance et faire toutes operations financieres, commerciales et
industrielles qu'elle jugera utiles a l'accomplissement ou au developpement
de son objet.

TITRE II.- CAPITAL, ACTIONS
---------------------------

Article 5.-

Le capital social est fixe a quarante mille United States Dollars
(40,000.-USD) divise en vingt mille (20,000) actions de deux United States
Dollars (2.-USD) Les actions sont nominatives ou au porteur, au choix de
l'actionnaire.

Les actions de la societe peuvent etre creees, au choix du proprietaire, en
titres unitaires ou en certificats representatifs de plusieurs actions.

<PAGE>

                                       9

La societe peut proceder au rachat de ses propres actions sous les conditions
prevues par la loi.

Le capital pourra etre augmente ou reduit dans les conditions legales
requises.

TITRE III.-ADMINISTRATION
--------------------------

Article 6.-

La societe est administree par un conseil compose de huit membres,
actionnaires ou non, nommes pour un terme qui ne peut exceder six ans, par
l'assemblee generale des actionnaires, et toujours revocables par elle.

Le nombre des administrateurs ainsi que leur remuneration et la duree de leur
mandat sont fixes par l'assemblee generale de la societe.

Article 7.-

Le conseil d'administration choisit parmi ses membres un president.

Le conseil d'administration se reunit sur la convocation du president, aussi
souvent que l'interet de la societe l'exige. Il doit etre convoque chaque
fois que deux administrateurs le demandent.

Article 8.-

Le conseil d'administration est investi des pouvoirs les plus etendus pour
faire tous actes d'administration et de disposition qui rentrent dans
l'objet social.

Il a dans sa competence tous les actes qui ne sont pas reserves expressement
par la loi et les statuts a l'assemblee generale. Il est autorise a verser
des acomptes sur dividendes aux conditions prevues par la loi.

Article 9.-

La societe est engagee en toutes circonstances par les signatures conjointes
de deux administrateurs, ou par la signature d'un administrateur-delegue,
sans prejudice des decisions a prendre quant a la signature sociale en cas de
delegation de pouvoirs et mandats conferes par le conseil d'administration en
vertu de l'article 10.-des statuts.

Article 10.-

Le conseil d'administration peut deleguer la gestion journaliere de la
societe a un ou plusieurs administrateurs qui prendront la denomination
d'administrateurs-delegues.

<PAGE>


                                       10


Il peut aussi confier la direction de l'ensemble ou de telle partie ou
branche speciale des affaires sociales a un ou plusieurs directeurs, et
donner des pouvoirs speciaux pour des affaires determinees a un ou plusieurs
fondes de pouvoirs, choisis dans ou hors son sein, actionnaires ou non.

Article 11.-

Les actions judiciaires, tant en demandant qu'en defendant, sont suivies au
nom de la societe par le conseil d'administration, poursuites et diligences de
son president ou d'un administrateur delegue a ces fins.

TITRE IV.-SURVEILLANCE
----------------------

Article 12.-

La societe est surveillee par un ou plusieurs commissaires nommes par
l'assemblee generale, qui fixe leur nombre et leur remuneration, ainsi que la
duree de leur mandat, qui ne peut exceder six ans.

TITRE V.-ASSEMBLEE GENERALE
---------------------------

Article 13.-

L'assemblee generale annuelle se reunit de plein droit le 31 mars a 10.00
heures a Luxembourg au siege social ou a tout autre endroit a designer par
les convocations, et pour la premiere fois en 2001.

Si ce jour est un jour ferie legal, l'assemblee generale a lieu le premier
jour ouvrable suivant.

TITRE VI.-ANNEE SOCIALE, REPARTITION DES BENEFICES
--------------------------------------------------

Article 14.-

L'annee sociale commence le 1 er janvier et finit le 31 decembre de chaque
annee.

Exceptionnellement, le premier exercice social comprendra tout le temps a
courir de la constitution de la societe jusqu'au 31 decembre 2000.

Article 15.-


<PAGE>

                                       11

L'excedent favorable du bilan, defalcation faite des charges sociales et des
amortissements, forme le benefice net de la societe. Sur ce benefice, il est
preleve cinq pour cent (5%) pour la formation du fonds de reserve legale; ce
prelevement cesse d'etre obligatoire lorsque la reserve aura atteint le
dixieme du capital social, mais devrait toutefois etre repris jusqu'a
entiere reconstitution, si a un moment donne et pour quelque cause que ce
soit, le fonds de reserve avait ete entame.

Le solde est a la disposition de l'assemblee generale.

TITRE VII. - DISSOLUTION, LIQUIDATION
-------------------------------------

Article 16.-

La societe peut etre dissoute par decision de l'assemblee generale.

Lors de la dissolution de la societe, la liquidation s'effectuera par les
soins d'un ou de plusieurs liquidateurs, personnes physiques ou morales,
nommes par l'assemblee generale qui determine leurs pouvoirs et leurs
emoluments.

TITRE VIII. - DISPOSITIONS GENERALES
------------------------------------

Article 17.-

Pour tous les points non specifies dans les presents statuts, les parties se
referent et se soumettent aux dispositions de la loi luxembourgeoise du 10
aout 1915 sur les societes commerciales et de ses lois modificatives.

                                    SOUSCRIPTION

Les statuts de la societe ayant ete ainsi arretes, les comparants declarent
souscrire le capital comme suit:

     1.     CARRIER 1 INTERNATIONAL S.A.            19,999 actions

     2.     CARLYLE INTERNATIONAL
            PARTNERS II, L.P.                            1 action
                                                    ------
            TOTAL                                   20,000 ACTIONS

Toutes les actions ont ete liberees a concurrence de vingt-cinq (25)% par des
versements en especes, de sorte que la somme de dix mille United States
Dollars (10,000 USD) se trouve des a present a la disposition de la societe
ainsi qu'il en a ete justifie au notaire instrumentaire.

<PAGE>

                                       12


                                  DECLARATION


Le notaire soussigne declare avoir verifie l'existence des conditions
enumerees a l'article 26 de la loi sur les societes commerciales, et en
constate expressement l'accomplissement.

                               ESTIMATION DES FRAIS


Le montant des frais, depenses, remunerations ou charges, sous quelque forme
que ce soit, qui incombent a la societe ou qui sont mis a sa charge a raison
de sa constitution, s'eleve a approximativement quatre-vingts mille francs
luxembourgeois (80,000 Flux).

                        ASSEMBLEE GENERALE EXTRAORDINAIRE

Les comparants prequalifies, representant la totalite du capital souscrit, se
considerant comme dument convoques, se sont ensuite constitues en assemblee
generale extraordinaire.

Apres avoir constate que la presente assemblee est regulierement constituee,
ils ont pris a l'unanimite les resolutions suivantes:

1. Le nombre des administrateurs est fixe a huit (8) et celui des
commissaires a un (1).

2. Ont ete appeles aux fonctions d'administrateur:

          Frank, YEARY, administrateur
          Gabe FINKE, administrateur
          Brooke COBURN, administrateur
          Glenn CREAMER, administrateur
          Alexander EVANS, administrateur
          Terje NORDHAL, administrateur
          Thor Geir RAMLETH, administrateur
          Abteen SAI, administrateur

3. Une prochaine assemblee des actionnaires designera le commissaire:

4. Les mandats des administrateurs expireront a l'issue de l'assemblee
generale qui se tiendra en 2001

5. Le siege social de la societe est fixe au 3, Boulevard Prince Henri L-1724
Luxembourg.

Dont acte, fait et passe a Hesperange, date qu'en tete des presentes.




<PAGE>

                                       13



Lecture faite aux comparants, tous connus du notaire instrumentant par noms,
prenoms, etats et demeures, lesdits comparants ont signes avec le notaire le
present acte.

Le notaire soussigne, qui comprend et parle l'anglais, declare qu'a la
demande des comparants, le present acte est redige en anglais suivi d'une
version francaise et qu'en cas de divergence entre le texte anglais et le
texte francais, le texte anglais prevaudra.

                           Copie certifiee conforme
                                  a l'original



[Seal]



<PAGE>

                                                                       EXHIBIT B

                              EMPLOYMENT TERM SHEET

[*]



 [*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       v
<PAGE>

                                                                       EXHIBIT C

                                    RESERVED


                                       vi
<PAGE>

                                                                       EXHIBIT D

                           IAXIS ASSIGNMENT AGREEMENT

                                     FORM OF
                              ASSIGNMENT AGREEMENT

                  This Assignment Agreement, (the "AGREEMENT"), is entered into
as of _______, 1999 by and between iaxis B.V., a corporation organized under the
laws of the Netherlands ("iaxis B.V."), iaxis carrier services ltd., an Isle of
Man corporation ("iaxis ltd."), and [name of Hubco subsidiary], a _____
organized under the laws of ______ (the "Company") and a wholly-owned subsidiary
of Hubco, S.A., a Luxembourg Societe Anonyme ("Hubco").

                                    RECITALS

                  A. On November 23, 1999, Hubco, together with the other
parties named therein, entered into a Shareholders Agreement (the "Shareholders
Agreement").

                  B. iaxis B.V. and iaxis ltd. desire to assign certain assets
to the Company as contemplated by Section 2.11 of the Shareholders Agreement.

                  C. All capitalized terms not defined herein shall have the
meaning given them in the Shareholders Agreement.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                  1. iaxis B.V. and iaxis ltd. hereby cause to be assigned,
transfered and conveyed to the Company and its successors and assigns, effective
as of the date hereof, all of their or their subsidiaries' estate, right, title
and interest (both legal and equitable) in and to the following (collectively
referred to as the "Assigned Assets"):

                  (a) any agreement, heads of agreement, letter of intent,
contract, purchase order or other contractual or pre-contractual understanding,
lease or agreement, whether oral or written, related to the buildings identified
on Exhibit A hereto (the "Buildings"), including without limitation, the
agreements set forth on Exhibit A [to be finalized prior to closing], true and
correct copies of which are attached hereto,

                  (b) any permit, license, franchise, approval, certificate,
privilege, immunity, consent or other authorization issued or authorized or
required to be issued by any governmental body or any other Person related to
the Buildings,


                                      vii
<PAGE>

                  (c) all of their and their Affiliates' copyrights, patents,
trademarks, technology rights and licenses, trade secrets, trade dress,
franchises, know-how, inventions, designs, specifications, plans, drawings,
files, business records and intellectual property rights related to the
Buildings, and

                  (d) any other rights or property, tangible or intangible,
acquired or held for use in connection with the Buildings by iaxis.

                  2. From and after the date of this Agreement, upon request of
the Company, iaxis B.V. and iaxis ltd. shall duly execute, acknowledge, deliver
and perform all further acts, deeds, assignments, transfers, conveyances, powers
of attorney, and assurances that may be required to convey to and vest title in
the Company, its successors and assigns, and protect the Company's right, title
and interest in and enjoyment of all the assets intended to be assigned,
transferred, and conveyed pursuant to this Agreement.

                  3. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This
Agreement may be signed in one or more counterparts and all counterparts so
executed shall constitute one agreement.

                  4. Each of iaxis B.V. and iaxis ltd. hereby represents and
warrants that (i) the Assigned Assets are free and clear of any lien, claim or
encumbrance, (ii) the execution and delivery by it of this Agreement and the
performance of its obligations hereunder will not (A) conflict with or violate
or cause a breach under any agreement to which it is a party or by which the
Assigned Assets are bound, (B) violate the intellectual property rights of any
other party or (C) require the consent of any Person or governmental authority.

                  5. This Assignment Agreement shall be construed and
interpreted and the rights of the parties determined in accordance with the law
of the State of New York.

                  IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be duly executed and delivered as of the date first written above.

                                            iaxis B.V.

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                      viii
<PAGE>

                                            iaxis carrier services ltd.

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                       ix
<PAGE>

                                            [Insert Name of Hubco Subsidiary]

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                       x
<PAGE>

                                                                       EXHIBIT A

                          Schedule of iaxis Properties
                            with Lock-out Extensions

                                      [*]



[*]: THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH
THE COMMISSION.


                                       xi