<PAGE>

                                                   LIMITED LIABILITY PARTNERSHIP

CLIFFORD

CHANCE

                                                                     EXHIBIT 2.3

                                                                  EXECUTION COPY

                            MARCONI CORPORATION PLC,
                                    as Issuer

                      THE INITIAL GUARANTORS NAMED HEREIN,
                                  as Guarantors

                                       TO

                    LAW DEBENTURE TRUST COMPANY OF NEW YORK,
                                   as Trustee

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

                                    INDENTURE

                            Dated as of May 19, 2003

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

                    Guaranteed Senior Secured Notes due 2008

<PAGE>

                              CROSS REFERENCE TABLE

<TABLE>
<CAPTION>
TRUST INDENTURE ACT                                                                   INDENTURE
      SECTION                                                                          SECTION
      -------                                                                          -------
<S>                                                                                <C>
310    (a)(1).................................................................     7.09
       (a)(2).................................................................     7.09
       (a)(3).................................................................     N.A.
       (a)(4).................................................................     N.A.
       (a)(5).................................................................     7.09
       (b)....................................................................     7.08
       (c)....................................................................     N.A.
311    (a)....................................................................     7.13
       (b)....................................................................     7.13
       (c)....................................................................     N.A.
312    (a)....................................................................     8.01; 8.02(1)
       (b)....................................................................     8.02(2)
       (c)....................................................................     8.02(3)
313    (a)....................................................................     8.03(1)
       (b)(1).................................................................     12.05
       (b)(2).................................................................     N.A.
       (c)....................................................................     8.03(1)
       (d)....................................................................     8.03(2)
314    (a)....................................................................     8.04; 6.19; 13.02
       (b)....................................................................     12.02
       (c)(1).................................................................     13.03
       (c)(2).................................................................     13.03
       (c)(3).................................................................     N.A.
       (d)....................................................................     12.05
       (e)....................................................................     13.04
       (f)....................................................................     4.38
315    (a)....................................................................     7.01; 7.03
       (b)....................................................................     7.02; 13.02
       (c)....................................................................     7.01
       (d)....................................................................     7.01; 7.03
       (e)....................................................................     6.17
316    (a)(last sentence).....................................................     1.01
       (a)(1)(A)..............................................................     6.15
       (a)(1)(B)..............................................................     6.16
       (a)(2).................................................................     N.A.
       (b)....................................................................     6.11; 6.16
317    (a)(1).................................................................     6.06
       (a)(2).................................................................     6.07
       (b)....................................................................     4.29
318    (a)....................................................................     13.01
</TABLE>

                            N.A. means Not Applicable

-----------------------------
Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                           <C>
                                                    ARTICLE 1
                                    DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions........................................................................             1
Section 1.02.  Other Definitions..................................................................            52
Section 1.03.  Incorporation by Reference of Trust Indenture Act..................................            53
Section 1.04.  Rules of Construction..............................................................            53

                                                    ARTICLE 2
                                                  THE SECURITIES

Section 2.01.  Title and Terms....................................................................            54
Section 2.02.  Denominations......................................................................            55
Section 2.03.  Forms Generally....................................................................            55
Section 2.04.  Form of the Guarantee of the Senior Notes..........................................            55
Section 2.05.  Execution, Authentication, Delivery and Dating.....................................            56
Section 2.06.  Registration, Registration of Transfer and Exchange................................            56
Section 2.07.  Mutilated, Destroyed, Lost and Stolen Senior Notes.................................            59
Section 2.08.  Covenant to Repay and Trustee's Requirements.......................................            60
Section 2.09.  Payment; Interest Rights Preserved.................................................            61
Section 2.10.  Proof..............................................................................            62
Section 2.11.  Persons Deemed Owners..............................................................            62
Section 2.12.  Cancellation.......................................................................            63
Section 2.13.  Computation of Interest............................................................            63
Section 2.14.  Security Identification Numbers....................................................            63
Section 2.15.  Registrar and Paying Agent.........................................................            63

                                                    ARTICLE 3
                                                    REDEMPTION

Section 3.01.  Redemption.........................................................................            64
Section 3.02.  Notice of Redemption...............................................................            64
Section 3.03.  Selection of Senior Notes To Be Redeemed...........................................            65
Section 3.04.  Effect of Notice of Redemption.....................................................            65
Section 3.05.  Deposit of Redemption Price........................................................            66
Section 3.06.  Optional Redemption................................................................            66
Section 3.07.  Mandatory Redemption out of Mandatory Redemption Escrow Account....................            66
Section 3.08.  Mandatory Redemption upon Change of Control........................................            68
Section 3.09.  Redemption Upon Changes in Withholding Taxes.......................................            68
Section 3.10.  Optional Payment of Redemption Amounts in British Pounds Sterling..................            69

                                                    ARTICLE 4
                                                    COVENANTS

Section 4.01.  Affirmative Financial Covenants....................................................            70
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                          <C>
Section 4.02.  Covenants Regarding US Core Businesses.............................................            71
Section 4.03.  Asset Sales........................................................................            72
Section 4.04.  Restricted Payments................................................................            73
Section 4.05.  Purchase and Cancellation of Notes.................................................            77
Section 4.06.  Acquisitions.......................................................................            78
Section 4.07.  Limitation on Indebtedness and Preferred Stock.....................................            78
Section 4.08.  Derivative Transactions............................................................            79
Section 4.09.  Limitation on Liens................................................................            79
Section 4.10.  Dividends and other Payment Restrictions Affecting Subsidiaries....................            79
Section 4.11.  Transactions with Affiliates.......................................................            81
Section 4.12.  Limitation on Sale and Leaseback Transactions......................................            84
Section 4.13.  Limitation on Issuances and Sales of Equity Interests in Subsidiaries..............            85
Section 4.14.  Guarantor Coverage Requirements....................................................            86
Section 4.15.  Requirements with respect to Additional Guarantors.................................            89
Section 4.16.  Release of Guarantees and Collateral...............................................            94
Section 4.17.  Limitation on Issuances of Guarantees of Indebtedness..............................            94
Section 4.18.  Restrictions on Amendments.........................................................            94
Section 4.19.  Limitation on Business Activities..................................................            95
Section 4.20.  SEC Reports; Other Information.....................................................            95
Section 4.21.  Use of Intellectual Property.......................................................            98
Section 4.22.  New Patent Applications............................................................            98
Section 4.23.  Assignment of Patents..............................................................            98
Section 4.24.  UK IPR Co and US IPR Co............................................................            99
Section 4.25.  Listing............................................................................            99
Section 4.26.  Escrow Agreement...................................................................            99
Section 4.27.  Payment of Principal, Premium, Interest and Additional Amounts.....................           100
Section 4.28.  Maintenance of an Office or Agency in the City of New York and London..............           101
Section 4.29.  Money for Payments to Be Held in Trust.............................................           101
Section 4.30.  Maintenance of Corporate Existence.................................................           102
Section 4.31.  Payment of Taxes and Other Claims..................................................           102
Section 4.32.  Maintenance of Properties..........................................................           102
Section 4.33.  Maintenance of Insurance...........................................................           103
Section 4.34.  Payments of Renewals and other Fees in Relation to Intellectual Property
               and other Matters .................................................................           103
Section 4.35.  Provision of Opinions..............................................................           103
Section 4.36.  Currency Indemnity.................................................................           104
Section 4.37.  Additional Amounts.................................................................           104
Section 4.38.  Further Instruments and Acts.......................................................           106
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                          <C>
Section 4.39.  Accession of Italian Guarantor.....................................................           106

                                                    ARTICLE 5
                                     MERGER, CONSOLIDATION OR SALE OF ASSETS

Section 5.01.  Merger, Consolidation or Sale of Assets............................................           108

                                                    ARTICLE 6
                                              DEFAULTS AND REMEDIES

Section 6.01.  Events of Default..................................................................           111
Section 6.02.  Payment Blockage Provisions........................................................           114
Section 6.03.  Acceleration.......................................................................           115
Section 6.04.  Rescission and Annulment...........................................................           116
Section 6.05.  Certain Amendments and Waivers Binding on the Junior Notes.........................           116
Section 6.06.  Collection of Indebtedness and Suits for Enforcement by Trustee....................           117
Section 6.07.  Trustee May File Proofs of Claim...................................................           117
Section 6.08.  Trustee May Enforce Claims Without Possession of Senior Notes......................           118
Section 6.09.  Application of Money Collected.....................................................           118
Section 6.10.  Limitation on Suits................................................................           118
Section 6.11.  Unconditional Rights of Holders to Receive Payment.................................           119
Section 6.12.  Restoration of Rights and Remedies.................................................           119
Section 6.13.  Rights and Remedies Cumulative.....................................................           120
Section 6.14.  Delay or Omission Not Waiver.......................................................           120
Section 6.15.  Control by Holders.................................................................           120
Section 6.16.  Waiver of Past Defaults............................................................           121
Section 6.17.  Undertaking for Costs..............................................................           121
Section 6.18.  Waiver of Usury, Stay or Extension Laws............................................           121
Section 6.19.  Compliance Certificate; Notices of Default.........................................           122

                                                    ARTICLE 7
                                                   THE TRUSTEE

Section 7.01.  Certain Duties of Trustee..........................................................           123
Section 7.02.  Notice of Defaults.................................................................           124
Section 7.03.  Certain Rights and Discretions of Trustee..........................................           124
Section 7.04.  Individual Rights of Trustee.......................................................           127
Section 7.05.  Money Held in Trust................................................................           128
Section 7.06.  Trustee's Disclaimer...............................................................           128
Section 7.07.  Compensation and Indemnity.........................................................           128
Section 7.08.  Disqualification; Conflicting Interests............................................           129
Section 7.09.  Corporation Trustee Required; Eligibility..........................................           129
Section 7.10.  Resignation and Removal; Appointment of Successor..................................           130
Section 7.11.  Acceptance of Appointment by Successor.............................................           131
Section 7.12.  Merger, Conversion, Consolidation or Succession to Business........................           132
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                          <C>
Section 7.13.  Preferential Collection of Claims Against Issuer...................................           132

                                                    ARTICLE 8
                                 HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 8.01.  Issuer to Furnish Trustee Names and Addresses of Holders...........................           133
Section 8.02.  Preservation of Information; Communications to Holders.............................           133
Section 8.03.  Reports by Trustee.................................................................           133
Section 8.04.  Reports by Issuer..................................................................           134

                                                    ARTICLE 9
                                            SATISFACTION AND DISCHARGE

Section 9.01.  Satisfaction and Discharge.........................................................           135
Section 9.02.  Application of Trust Money.........................................................           136
Section 9.03.  Reinstatement......................................................................           136

                                                    ARTICLE 10
                                  SUPPLEMENTAL INDENTURES, CONSENTS AND WAIVERS

Section 10.01. Supplemental Indentures With Consent of Holders....................................           137
Section 10.02. Supplemental Indentures Without Consent of Holders.................................           138
Section 10.03. Compliance with Trust Indenture Act................................................           140
Section 10.04. Revocation and Effect of Consents and Waivers......................................           140
Section 10.05. Notation on or Exchange of Senior Notes............................................           140
Section 10.06. Payment for Consents...............................................................           140
Section 10.07. Execution of Supplemental Indentures...............................................           140
Section 10.08. Effect of Supplemental Indentures..................................................           141
Section 10.09. Waiver of Certain Covenants........................................................           141

                                                    ARTICLE 11
                                          GUARANTEE OF THE SENIOR NOTES

Section 11.01. Guarantee of the Senior Notes......................................................           142

                                                    ARTICLE 12
                                               TRANSACTION SECURITY

Section 12.01. Security Documents.................................................................           143
Section 12.02. Opinions...........................................................................           143
Section 12.03. Impairment of Security Interests...................................................           144
Section 12.04. Authorization of Receipt of Funds by the Trustee Under the Security Documents......           145
Section 12.05. Release of Security................................................................           145

                                                    ARTICLE 13
                                                  MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls.......................................................           146
Section 13.02. Notices............................................................................           146
Section 13.03. Certificate and Opinion as to Conditions Precedent.................................           147
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                 <C>
Section 13.04. Statements Required in Certificate or Opinion......................................           147
Section 13.05. Form of Documents Delivered to Trustee.............................................           148
Section 13.06. Acts of Holders....................................................................           149
Section 13.07. Rules by Trustee, Paying Agent and Registrar.......................................           150
Section 13.08. Governing Law......................................................................           150
Section 13.09. English Courts and New York Courts.................................................           150
Section 13.10. Appropriate Forum..................................................................           150
Section 13.11. Rights of the Trustee and Holders to Take Proceedings Outside England
               and the State of New York .........................................................           150
Section 13.12. Service of Process.................................................................           150
Section 13.13. Consent to Enforcement.............................................................           151
Section 13.14. Waiver of Immunity.................................................................           151
Section 13.15. No Recourse Against Others.........................................................           151
Section 13.16. Successors.........................................................................           152
Section 13.17. Multiple Counterparts..............................................................           152
Section 13.18. Table of Contents; Headings........................................................           152
Section 13.19. Severability.......................................................................           152
Section 13.20. Parallel Debt Obligations..........................................................           152
Section 13.21. Benefits of Indenture..............................................................           153

                                                    ARTICLE 14
                                     MEETINGS OF HOLDERS OF THE SENIOR NOTES

Section 14.01. Purposes of Meetings...............................................................           154
Section 14.02. Place of Meetings..................................................................           154
Section 14.03. Call and Notice of Meetings........................................................           154
Section 14.04. Voting at Meetings.................................................................           155
Section 14.05. Voting Rights, Conduct and Adjournment.............................................           155
EXHIBIT A      Form of Global Senior Note.........................................................           A-1
EXHIBIT B      Form of Definitive Registered Senior Note..........................................           B-1
EXHIBIT C      Form of Guarantee of the Senior Notes..............................................           C-1
SCHEDULE 1     Initial Guarantors.................................................................  Schedule 1-1
SCHEDULE 2     Initial Security Documents.........................................................  Schedule 2-1
SCHEDULE 3     Existing Indebtedness incurred after the Scheme Launch Date........................  Schedule 3-1
SCHEDULE 4     Permitted Investments - Contractual Commitments in effect on the Issue Date........  Schedule 4-1
SCHEDULE 5     Permitted Liens - Liens existing on the Issue Date.................................  Schedule 5-1
SCHEDULE 6     Certain Affiliate Transactions.....................................................  Schedule 6-1
SCHEDULE 7     Form of Deposit Agreement..........................................................  Schedule 7-1
SCHEDULE 8     Form of Agency Agreement...........................................................  Schedule 8-1
</TABLE>

<PAGE>

         INDENTURE dated as of May 19, 2003, among Marconi Corporation plc, a
public limited company organized under the laws of England and Wales (the
"ISSUER"), the Guarantors listed on Schedule 1 (Initial Guarantors) hereto (the
"INITIAL GUARANTORS") and such other persons as may from time to time become
party to this Indenture as Guarantors as provided herein (collectively, the
"GUARANTORS") and Law Debenture Trust Company of New York, as trustee (the
"TRUSTEE").

                             RECITALS OF THE ISSUER

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Guaranteed Senior Secured Notes due
2008 (the "SENIOR NOTES") to be issued as in this Indenture provided.

         All acts and things necessary have been done to make (i) the Senior
Notes, when duly executed and delivered by the Issuer and authenticated and
delivered by the Paying Agent hereunder, legal, valid and binding obligations of
the Issuer and (ii) this Indenture a legal, valid and binding agreement of the
Issuer.

                           RECITALS OF THE GUARANTORS

         The Initial Guarantors desire to make the Guarantee of the Senior Notes
provided for herein.

         All things necessary to make this Indenture a valid and legally binding
agreement of each Initial Guarantor, in accordance with its terms, have been
done, and each Initial Guarantor proposes to do all things necessary to make the
Guarantee of the Senior Notes, when executed by such Initial Guarantor and
delivered hereunder, the valid and legally binding obligations of such Initial
Guarantor as hereinafter provided.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of Senior Notes,
as follows:

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.  Definitions.

         "ACQUIRED DEBT" means, with respect to any specified Person:

         (1)      Indebtedness of any other Person existing at the time such
                  other Person is merged with or into or becomes a Subsidiary of
                  such specified Person, whether or not such Indebtedness is
                  incurred in connection with, or in contemplation of, such
                  other Person merging with or into, or becoming a Subsidiary
                  of, such specified Person; and

         (2)      Indebtedness secured by a Lien encumbering any asset acquired
                  by such specified Person.

<PAGE>

         "ACQUISITION" means any acquisition or purchase, directly or
indirectly, including without limitation by merger, consolidation or
reorganization, of any business or any assets constituting a business or line of
business.

         "ADDITIONAL AMOUNTS" has the meaning set forth in Section 4.37
(Additional Amounts).

         "ADDITIONAL GUARANTOR" means any Person that becomes a Guarantor of the
Senior Notes after the Issue Date.

         "ADJUSTED TREASURY RATE" means, with respect to any Repayment Date for
the Senior Notes, the rate per annum equal to the sum of 0.5% and the quarterly
equivalent yield to maturity of the Comparable Treasury Issue for the Senior
Notes, assuming a price for the Comparable Treasury Issue for the Senior Notes
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the Senior Notes for the Repayment Date.

         "AFFECTED PENSION PARTICIPANTS" means (1) employees associated with the
assets that are the subject of an Asset Sale at the time of any such Asset Sale,
(2) employees formerly associated with the assets that are the subject of an
Asset Sale, and (3) beneficiaries, survivor payees and alternate payees of an
employee or former employee described in (1) or (2) of this definition.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, and, in the case of a natural Person, any
immediate family member of such Person. For purposes of this definition,
"control", as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 20%
or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms "controlling", "controlled by" and "under
common control with" have correlative meanings.

         "AGENCY AGREEMENT" means the agreement, in substantially the form set
out in Schedule 8 (Form of Agency Agreement), appointing the initial Paying
Agent and the Registrar in relation to the Senior Notes for the purposes
specified therein and any other agreement for the time being in force appointing
successor Paying Agents and/or Registrars in relation to the Senior Notes, or in
connection with their duties, the terms of which have previously been approved
in writing by the Trustee.

         "ASSET SALE" means:

         (1)      the sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  (including, for the avoidance of doubt, Equity Interests of a
                  Subsidiary of the Issuer), including by way of merger,
                  consolidation or reorganization, provided that the sale,
                  lease, transfer, conveyance or other disposition, in one or a
                  series of related transactions, of all or substantially all of
                  the properties or assets of the Issuer and its Subsidiaries,
                  taken as a whole, including for the avoidance of doubt the
                  Equity Interests in any holding company for such property or
                  assets, to any "person" (as that term is defined in Section
                  13(d)(3) of the US Exchange Act including, for the

                                     - 2 -

<PAGE>

                  avoidance of doubt, any person or persons acting in concert
                  with such person), or any merger, consolidation or
                  reorganization of the Issuer with any Person, will be governed
                  by the provisions of this Indenture set forth in Section 5.01
                  (Merger, Consolidation or Sale of Assets) and not by the
                  provisions of this Indenture set forth in Section 4.03 (Asset
                  Sales); and

         (2)      the issuance of Equity Interests by any of the Issuer's
                  Subsidiaries.

         Notwithstanding the preceding, the following items will not be deemed
to be Asset Sales:

         (1)      any single transaction or series of related transactions that
                  involves assets, property or rights having a Fair Market Value
                  of less than L500,000;

         (2)      the sale, lease, transfer, conveyance or other disposition
                  (other than pursuant to a Sale and Leaseback Transaction) of
                  inventory (including equipment that constitutes inventory) or
                  accounts receivable, in each case in the ordinary course of
                  business and on arm's-length terms;

         (3)      the sale or other disposition of cash or Cash Equivalents;

         (4)      any transaction constituting a Restricted Payment or an
                  Investment that is permitted by Section 4.04 (Restricted
                  Payments);

         (5)      a Permitted Intra-Group Transfer;

         (6)      the waiver, compromise, settlement, release or surrender of
                  any right or claim in the ordinary course of business;

         (7)      a disposition constituting, or resulting from, the enforcement
                  of a Permitted Lien, or the liquidation, dissolution,
                  administration or winding up of a Subsidiary of the Issuer;

         (8)      the sale or other disposition of any assets (other than cash
                  or Cash Equivalents) in exchange for equity securities that
                  are listed on an internationally recognized securities
                  exchange, provided that the aggregate Fair Market Value
                  (determined as of the respective dates on which the Issuer and
                  its Subsidiaries enter into binding commitments to sell such
                  assets for such equity securities) of all such equity
                  securities received by the Issuer and its Subsidiaries from
                  and after the Issue Date does not exceed L50 million (or the
                  Sterling Equivalent), provided further that all such equity
                  securities are disposed of for Cash Equivalents in an Asset
                  Sale within 90 days of the later of (a) receipt of such equity
                  securities and (b) the expiration of any period not longer
                  than 180 days in which the Issuer or any Subsidiary of the
                  Issuer agrees pursuant to the documentation relating to such
                  sale or disposition not to dispose of any part of such equity
                  securities without the consent of a third party;

         (9)      Italian Invoice Discounting;

         (10)     leases, subleases and licences of assets, properties or
                  rights, other than Intellectual Property;

                                     - 3 -

<PAGE>

         (11)     licences, sub-licences and non-exclusive escrow and access
                  agreements of or with respect to Intellectual Property of the
                  Issuer and any of its Subsidiaries entered into in the
                  ordinary course of business, provided that (a) any such
                  transaction is expressly permitted under or approved in
                  accordance with the terms of the applicable Intellectual
                  Property Licence Agreements or (b) if such transaction is not
                  the subject of the Intellectual Property Licence Agreements
                  and the Intellectual Property is a Patent, the Issuer provides
                  express prior written consent to such transaction;

         (12)     the sale, lease, sublease, transfer, conveyance or license of
                  Intellectual Property from UK IPR Co, US IPR Co or Ringfenced
                  IPR Co to a Subsidiary of the Issuer in connection with any
                  disposition of such Subsidiary or of assets, properties or
                  rights by such Subsidiary which is otherwise permitted by this
                  Indenture;

         (13)     the sale or other disposition of assets received in compromise
                  or settlement of claims of the Issuer or any of its
                  Subsidiaries against a customer or other trade debtor; and

         (14)     the sale or other disposition of promissory notes, loan notes
                  or evidences of indebtedness of customers received by the
                  Issuer or any of its Subsidiaries pursuant to vendor finance
                  arrangements in the ordinary course of business and on
                  arm's-length terms.

         "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction, the
lease portion of which is a finance or capital lease that would be required to
be capitalized on a balance sheet in accordance with generally accepted
accounting principles applicable in the United Kingdom as in effect at the time
such lease was entered into, means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with generally accepted accounting principles
applicable in the United Kingdom as in effect at the time such lease was entered
into.

         "BANKRUPTCY LAW" means Title 11 of the United States Code (11 U.S.C.
101 et. seq.), or any similar United States federal or state law or any relevant
law in any other jurisdiction of organization or location of any assets of any
Obligor or Significant Subsidiary or any similar law (including, without
limitation, (1) the laws of the United Kingdom relating to moratorium,
administration, bankruptcy, insolvency, receivership, winding up, liquidation,
reorganization or relief of debtors, and (2) the laws of any other jurisdiction
relating to bankruptcy, moratorium, insolvency, receivership, reorganization or
other relief of debtors and composition with creditors, or any amendment to,
succession to or change in such law).

         "BBRS BUSINESS" means the broadband routing and switching business of
the US Subsidiaries.

         "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the US Exchange Act, except that in calculating the
beneficial ownership of any particular

                                     - 4 -

<PAGE>

"person" (as that term is defined in Section 13(d)(3) of the US Exchange Act
including, for the avoidance of doubt, any person or persons acting in concert
with such person) such "person" will be deemed to have beneficial ownership of
all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "BOARD OF DIRECTORS" means:

         (1)      with respect to a corporation, the board of directors or other
                  equivalent body of the corporation (or any duly authorized
                  committee thereof) and, in the case of any corporation having
                  both a supervisory board and an executive or management board,
                  the supervisory board (or any duly authorized committee
                  thereof);

         (2)      with respect to a limited partnership, the board of directors
                  or other equivalent body (or any duly authorized committee
                  thereof) of the general partner of the partnership; and

         (3)      with respect to any other Person, the board or committee of
                  such Person serving a similar function.

         "BOARD RESOLUTION" means, with respect to the Issuer or any Guarantor,
a copy of a resolution certified by the company secretary or an assistant
company secretary of the Issuer or such Guarantor, as the case may be, to have
been duly adopted by the Board of Directors of the Issuer or such Guarantor, as
the case may be, and to be in full force and effect on the date of such
certification and delivered to the Trustee.

         "BRITISH POUNDS STERLING", "STERLING" and "L" or any similar reference
means the coin or currency of the United Kingdom that at the time of payment is
legal tender for the payment of public and private debts.

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
commercial banks in the locations specified (or if no locations are specified,
in London and New York) are open for general business.

         "CAPITAL EXPENDITURE" means any capital expenditure accounted for as a
purchase of property, plant or equipment in accordance with Floating UK GAAP.

         "CAPITAL LEASE OBLIGATION" means, at the time any determination is to
be made, the amount of the liability in respect of a finance or capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with generally accepted accounting principles applicable in the
United Kingdom as in effect at the time such lease was entered into.

         "CAPITAL STOCK" means:

         (1)      in the case of a corporation, any and all shares, interests,
                  participations, or other equivalent (however designated and
                  whether or not voting) of share capital;

                                     - 5 -

<PAGE>

         (2)      in the case of an association or business entity, any and all
                  shares, interests, participations, rights or other equivalent
                  (however designated and whether or not voting) of share
                  capital;

         (3)      in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited); and

         (4)      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.

         "CAPTIVE INSURANCE COMPANY" means Marconi Insurance Limited, a limited
liability company incorporated under the laws of Guernsey.

         "CASH COLLATERAL RELEASES" means all releases to, or upon the order or
instructions of, the Issuer or any of its Subsidiaries of (1) collateral or
security constituting cash or Cash Equivalents from any Person (other than the
Issuer and its Subsidiaries), which collateral or security was provided by the
Issuer or any of its Subsidiaries (a) prior to the Issue Date, (b) in the form
of deposits into the Existing Performance Bond Escrow Account, (c) to the New
Bonding Facility Security Trustee under the New Bonding Facility Agreement, (d)
to any agent, security trustee or lender under, or otherwise in respect of, any
Replacement New Bonding Facility Agreement, (e) in respect of any Existing
Performance Bond, or (f) in respect of the Interim Bonding Facilities; provided
that (i) releases of collateral or security constituting cash or Cash
Equivalents in connection with any surety bond, appeal bond, bid bond,
performance bond, letter of credit, bank guarantee or other obligation of a like
nature issued by or on behalf of the Captive Insurance Company shall not
constitute a Cash Collateral Release to the extent that the Captive Insurance
Company retains such cash and Cash Equivalents, (ii) releases of collateral or
security constituting cash or Cash Equivalents by the New Bonding Facility
Security Trustee to a lender under the New Bonding Facility Agreement shall not
constitute a Cash Collateral Release to the extent that such lender retains such
cash and Cash Equivalents to secure the obligations owed to it under the New
Bonding Facility Agreement, (iii) releases of collateral or security
constituting cash or Cash Equivalents in connection with any Italian Easy Loan
shall not constitute a Cash Collateral Release and (iv) releases of collateral
or security constituting cash or Cash Equivalents in connection with the renewal
or extension of any surety bond, appeal bond, bid bond, performance bond, letter
of credit, bank guarantee or other obligation of a like nature issued under the
Interim Bonding Facilities shall not constitute a Cash Collateral Release to the
extent that the issuer of the renewed or extended surety bond, appeal bond, bid
bond, performance bond, letter of credit, bank guarantee or like obligation
retains such cash or Cash Equivalents under the terms of an Interim Bonding
Facility; or (2) cash or Cash Equivalents held in escrow with respect to sales,
transfers or other dispositions of assets or property by the Issuer or any of
its Subsidiaries prior to the Issue Date. For the avoidance of doubt, any
release of cash or Cash Equivalents that has been held in escrow pursuant to any
of the ESOP Escrow Agreement, the Mobile ESOP Escrow Agreement, the Israeli ESOP
Escrow Agreement or the Singapore ESOP Escrow Agreement shall not constitute a
Cash Collateral Release.

                                     - 6 -

<PAGE>

         "CASH EQUIVALENTS" means:

         (1)      United States dollars, British pounds sterling, Euro, any
                  other currency that is freely convertible into any of the
                  foregoing or a claim on the European Central Bank;

         (2)      securities (i) issued or directly and fully guaranteed or
                  insured by the US government or any agency or instrumentality
                  of the US government (provided that the full faith and credit
                  of the United States is pledged in support of those
                  securities), or (ii) which are denominated in Euro or British
                  pounds sterling and are issued by, or directly and fully
                  guaranteed or insured by a member of the European Union, or
                  any agency or instrumentality thereof, and which mature, in
                  each case, within six months after the date of acquisition;

         (3)      certificates of deposit and Eurodollar time deposits issued by
                  a Highly Rated Financial Counterparty and which mature within
                  six months after the date of acquisition;

         (4)      repurchase obligations with a term of not more than seven days
                  for underlying securities of the types described in clauses
                  (2) and (3) above entered into with a Highly Rated Financial
                  Counterparty;

         (5)      commercial paper having the highest rating obtainable from
                  Moody's Investors Service, Inc. or Standard & Poor's Rating
                  Services (or any successor to the ratings business of either
                  of the foregoing) and which matures within six months after
                  the date of acquisition;

         (6)      marketable direct obligations of any member of the European
                  Union, in each case rated at least "AAA" or the equivalent
                  thereof by both Moody's Investors Service Inc. and Standard &
                  Poor's Rating Services (or any successor to the ratings
                  business of either of the foregoing), or obligations fully and
                  unconditionally guaranteed by one of those sovereign nations
                  (or any agency thereof), of the type and maturity described in
                  clauses (2) through (5) above, which have ratings described in
                  such clauses or equivalent ratings from comparable foreign
                  rating agencies; and

         (7)      money market funds with at least 95% of the fund's assets
                  constituting Cash Equivalents of the kinds described in
                  clauses (1) through (6) of this definition.

         "CDI" means:

         (1)      in the case of DTC, a certificateless depositary interest
                  representing an interest in Global Senior Notes; or

         (2)      in the case of Euroclear or Clearstream, Luxembourg, a
                  certificated depositary interest representing an interest in
                  Global Senior Notes.

         "CHANGE OF CONTROL" means the occurrence of any of the following:

         (1)      the adoption of a plan relating to the solvent liquidation or
                  dissolution of the Issuer;

                                     - 7 -

<PAGE>

         (2)      the consummation of any transaction the result of which is
                  that any "person" (as defined in the definition of Beneficial
                  Owner above) becomes the Beneficial Owner, directly or
                  indirectly, of more than 30% of the Voting Stock of the
                  Issuer, measured by voting power rather than number of shares,
                  provided that it shall not constitute a Change of Control if
                  such person acquired Beneficial Ownership of Voting Stock of
                  the Issuer inadvertently (including, without limitation,
                  because (a) such person was unaware that it Beneficially Owned
                  more than 30% of the Voting Stock of the Issuer or (b) such
                  person was aware of the extent of such Beneficial Ownership
                  but such person acquired Beneficial Ownership of such Voting
                  Stock without any plan or intention to change or influence the
                  control of the Issuer), and such person promptly (and in any
                  event within fifteen (15) London Business Days after becoming
                  aware of the extent of such Beneficial Ownership) divests
                  sufficient Voting Stock of the Issuer so that such person
                  ceases to be the Beneficial Owner, directly or indirectly, of
                  more than 30% of the Voting Stock of the Issuer, measured by
                  voting power rather than number of shares; or

         (3)      the first day on which a majority of the members of the Board
                  of Directors of the Issuer are not Continuing Directors.

         "CLEARSTREAM, LUXEMBOURG" means Clearstream, Banking societe anonyme.

         "COMPARABLE TREASURY ISSUE" means, with respect to any Repayment Date,
the United States Treasury security selected by an independent investment
banking firm in London (selected by the Issuer) as having a maturity comparable
to the remaining term of the Senior Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities denominated in United States dollars of
comparable maturity to the remaining term of the Senior Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any Repayment Date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
for the Senior Notes (expressed in each case as a percentage of its principal
amount) on the third New York Business Day preceding such Repayment Date, as set
forth in the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for US Government Securities" or (2) if such release (or any
successor release) is not published or does not contain such prices on such New
York Business Day, (a) the average of the Reference Treasury Dealer Quotations
for such Repayment Date after excluding the highest and lowest of such Reference
Treasury Dealer Quotations or (b) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such quotations.

         "COMPOSITE GUARANTEE" means the Guarantee made on 19 May 2003 by the
Issuer and the Guarantors in favor of the Security Trustee of the obligations of
the Obligors under the Security Trust and Intercreditor Deed, any
Agent/Trustee/New Bonding Facility Bank Accession Letter, any Guarantor
Accession Letter, the Escrow Agreement, the New Bonding Facility Agreement, the
Security Documents (other than the Guarantee of the Senior Notes, the Guarantee
of the Junior Notes and the Composite Guarantee), the Fee Letter and any
Additional Remuneration Fee Letter (as such terms are defined therein).

                                     - 8 -

<PAGE>

         "CONSOLIDATED EBITDA" means, with respect to any specified Person and
such of its Subsidiaries as are specified (or in the event no Subsidiaries of
such Person are specified, such Person) for any period, the Consolidated Profit
Before Taxes of such Person and such of its Subsidiaries as are specified (or in
the event no Subsidiaries of such Person are specified, of such Person) for such
period:

         (1)      plus an amount equal to any extraordinary or exceptional
                  (whether operating or non-operating) costs or losses realized
                  by such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  such Person) for such period, to the extent such costs or
                  losses were deducted in computing such Consolidated Profit
                  Before Taxes;

         (2)      minus an amount equal to any extraordinary or exceptional
                  (whether operating or non-operating) income or gains realized
                  by such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  such Person) for such period, to the extent such income or
                  gains were included in computing such Consolidated Profit
                  Before Taxes;

         (3)      plus an amount equal to any costs or losses realized by such
                  Person and such of its Subsidiaries as are specified (or in
                  the event no Subsidiaries of such Person are specified, such
                  Person) in respect of discontinued operations for such period,
                  to the extent such costs or losses were deducted in computing
                  such Consolidated Profit Before Taxes;

         (4)      minus an amount equal to any income or gains realized by such
                  Person and such of its Subsidiaries as are specified (or in
                  the event no Subsidiaries of such Person are specified, such
                  Person) in respect of discontinued operations for such period,
                  to the extent such income or gains were included in computing
                  such Consolidated Profit Before Taxes;

         (5)      plus an amount equal to the Consolidated Gross Finance Charges
                  for such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  for such Person) for such period, to the extent that such
                  Consolidated Gross Finance Charges were deducted in computing
                  such Consolidated Profit Before Taxes;

         (6)      plus an amount equal to interest paid or accrued on the Junior
                  Notes for such period to the extent such amount was deducted
                  in computing such Consolidated Profit Before Taxes;

         (7)      minus an amount equal to the Consolidated Gross Finance Income
                  for such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  for such Person) for such period, to the extent that such
                  Consolidated Gross Finance Income was included in computing
                  such Consolidated Profit Before Taxes;

         (8)      plus an amount equal to the equity in net losses of joint
                  ventures and associates of such Person and such of its
                  Subsidiaries as are specified (or in the event no Subsidiaries
                  of such Person are specified, of such Person) for such period,
                  to the

                                     - 9 -

<PAGE>

                  extent that such amounts were deducted in computing such
                  Consolidated Profit Before Taxes;

         (9)      minus an amount equal to the equity in net income of joint
                  ventures and associates of such Person and such of its
                  Subsidiaries as are specified (or in the event no Subsidiaries
                  of such Person are specified, of such Person) for such period,
                  to the extent that such amounts were included in computing
                  such Consolidated Profit Before Taxes;

         (10)     plus an amount equal to depreciation and amortization
                  (including amortization or impairment of goodwill and other
                  intangibles but excluding amortization of prepaid cash
                  expenses that were paid in a prior period) of such Person and
                  such of its Subsidiaries as are specified (or in the event no
                  Subsidiaries of such Person are specified, of such Person) for
                  such period, to the extent that such depreciation and
                  amortization were deducted in computing such Consolidated
                  Profit Before Taxes;

         (11)     minus an amount equal to any foreign exchange gains recorded
                  in the profit and loss account in respect of the retranslation
                  of the balances outstanding under the Junior Notes and the
                  Senior Notes for such period, to the extent such foreign
                  exchange gains were included in computing such Consolidated
                  Profit Before Taxes;

         (12)     plus an amount equal to any foreign exchange losses recorded
                  in the profit and loss account in respect of the retranslation
                  of the balances outstanding under the Junior Notes and the
                  Senior Notes for such period, to the extent such foreign
                  exchange losses were deducted in computing such Consolidated
                  Profit Before Taxes;

         (13)     minus an amount equal to any finance income related to the
                  expected return on pension and other retirement benefit
                  schemes' assets for such period, to the extent such finance
                  income was included in computing such Consolidated Profit
                  Before Taxes;

         (14)     plus an amount equal to any financing costs related to the
                  interest on pension and other retirement benefit schemes'
                  liabilities for such period, to the extent such financing
                  costs were deducted in computing such Consolidated Profit
                  Before Taxes;

         (15)     plus an amount equal to any non-cash expense recorded in the
                  profit and loss account in respect of share options for such
                  period, to the extent such non-cash expense was deducted in
                  computing such Consolidated Profit Before Taxes;

         (16)     minus an amount equal to any credit or provision release
                  recorded in the profit and loss account in respect of share
                  options for such period, to the extent such credit or
                  provision release was included in computing such Consolidated
                  Profit Before Taxes;

         in each case, on a consolidated basis and determined in accordance with
         Fixed UK GAAP, consistently applied.

                                     - 10 -
<PAGE>

         "CONSOLIDATED GROSS FINANCE CHARGES" means, with respect to any
specified Person and such of its Subsidiaries as are specified (or in the event
no Subsidiaries of such Person are specified, such Person) for any period,
without duplication, the aggregate amount of interest or amounts in the nature
of interest, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings), commissions, fees, discounts and
other finance payments payable by such Person and such of its Subsidiaries as
are specified, in each case in respect of Indebtedness and paid or accrued in
such period (including any commissions, fees, discounts and other finance
payments payable by such Person and such of its Subsidiaries as are specified
under any Permitted Hedging Transaction), on a consolidated basis, determined in
accordance with Fixed UK GAAP, consistently applied, minus any interest paid or
accrued on the Junior Notes.

         "CONSOLIDATED GROSS FINANCE INCOME" means, with respect to any
specified Person and such of its Subsidiaries as are specified (or in the event
no Subsidiaries of such Person are specified, such Person) for any period,
without duplication, the aggregate amount of interest or amounts in the nature
of interest (including, without limitation, non-cash interest income),
commissions, fees, discounts and other finance payments received by such Person
and such of its Subsidiaries as are specified (or in the event no Subsidiaries
of such Person are specified, such Person), including any commissions, fees,
discounts and other finance payments received by such Person and such of its
Subsidiaries as are specified under any Permitted Hedging Transaction, on a
consolidated basis, determined in accordance with Fixed UK GAAP, consistently
applied.

         "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person at any
time, the consolidated Indebtedness of such Person and such of its Subsidiaries
as are specified at such time that is required to appear on a balance sheet of
such Person and such of its Subsidiaries as are specified in accordance with
Fixed UK GAAP, consistently applied.

         "CONSOLIDATED PROFIT AFTER TAXES" means, with respect to any specified
Person for any period, the aggregate of the Profit After Taxes of such Person
and such of its Subsidiaries as are specified for such period, on a consolidated
basis, determined in accordance with Floating UK GAAP, consistently applied;
provided that:

         (1)      the Profit After Taxes (but not loss) of any Person that is
                  not a Subsidiary of such Person or that is accounted for by
                  the equity method of accounting will be included only to the
                  extent of the amount of dividends or distributions paid in
                  cash to the specified Person or such of its Subsidiaries as
                  are Wholly-Owned Subsidiaries of such Person;

         (2)      the Profit After Taxes of any specified Subsidiary of such
                  Person will be excluded to the extent that the declaration or
                  payment of dividends or similar distributions by that
                  Subsidiary of that Profit After Taxes is not at the date of
                  determination permitted without any prior governmental
                  approval (that has not been obtained) or, directly or
                  indirectly, by operation of the terms of its

                                     - 11 -

<PAGE>

                  organizational documents or any agreement, instrument,
                  judgment, decree, order, statute, rule or governmental
                  regulation applicable to that Subsidiary or its stockholders;

         (3)      the Profit After Taxes of any Person acquired in a pooling of
                  interests transaction for any period prior to the date of such
                  acquisition will be excluded;

         (4)      any discharge of indebtedness income and any income or gain
                  arising as a result of consummation of the Restructuring will
                  be excluded; and

         (5)      the cumulative effect of a change in accounting principles
                  will be excluded.

         "CONSOLIDATED PROFIT BEFORE TAXES" means, with respect to any specified
Person and such of its Subsidiaries as are specified (or in the event no
Subsidiaries of such Person are specified, such Person) for any period, the
profit (loss) before taxes of such Person and such of its Subsidiaries as are
specified (or in the event no Subsidiaries of such Person are specified, of such
Person) for such period, on a consolidated basis, determined in accordance with
Fixed UK GAAP, consistently applied; provided that:

         (1)      the profit (loss) before taxes of any Person acquired in a
                  pooling of interests transaction for any period prior to the
                  date of such acquisition will be excluded; and

         (2)      any discharge of indebtedness income and any income or gain
                  arising as a result of consummation of the Restructuring will
                  be excluded.

         "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Issuer who:

         (1)      was a member of such Board of Directors on the Issue Date; or

         (2)      was nominated for election or elected to such Board of
                  Directors with the approval of a majority of those members of
                  such Board of Directors at the time of such nomination or
                  election who were either (a) a member of such Board of
                  Directors on the Issue Date or (b) nominated for election or
                  elected in accordance with this clause (2).

         "CORPORATE TRUST OFFICE" means the office of the Trustee in which its
corporate trust business is principally administered, which as of the date
hereof is located at 767 Third Avenue, 31st Floor, New York, NY 10017.

         "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or the making of any determination or any combination thereof
would be, an Event of Default.

         "DEFAULT RATE" means 10% per annum.

         "DEFINITIVE REGISTERED SENIOR NOTES" means Senior Notes in definitive
registered form.

         "DEPOSIT AGREEMENT" means the deposit agreement dated as of the Issue
Date between the Issuer and The Bank of New York, as Depositary.

                                     - 12 -

<PAGE>

         "DEPOSITARY" means the Person appointed as agent by the Issuer under
the Deposit Agreement for the purposes of maintaining records in which it shall
record the ownership, transfer and increases or decreases in the principal
amount of CDIs in a Global Senior Note, which initially shall be The Bank of New
York.

         "DERIVATIVE TRANSACTION" means any transaction (including an agreement
with respect thereto) which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, equity derivative transaction, bond option,
interest rate option, credit default swap, credit derivative transaction,
foreign exchange transaction (other than a spot foreign exchange transaction),
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option, futures
contract, futures transaction, any other derivative contract or any other
similar transaction (including any option or future with respect to any of these
transactions), and any combination of these transactions.

         "DISINTERESTED DIRECTOR" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the Issuer
who does not have any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions. Ownership of the
Issuer's Equity Interests and/or employment arrangements with the Issuer or any
of its Subsidiaries shall not constitute a material direct or indirect financial
interest in or with respect to a transaction or series of related transactions
not directly related to such ownership or such employment arrangement.

         "DISINTERESTED OFFICER" means, with respect to any transaction or
series of related transactions, an Officer of the Issuer who does not have any
material direct or indirect financial interest in or with respect to such
transaction or series of related transactions. Ownership of the Issuer's Equity
Interests and/or employment arrangements with the Issuer or any of its
Subsidiaries shall not constitute a material direct or indirect financial
interest in or with respect to a transaction or series of related transactions
not directly related to such ownership or such employment arrangement.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exercisable or exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or
prior to the date that is one year after the date on which the Senior Notes
mature. Notwithstanding the preceding sentence, any Capital Stock that would
constitute Disqualified Stock solely because the holders of the Capital Stock
have the right to require the Issuer to repurchase such Capital Stock upon the
occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Issuer
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with Section 4.04 (Restricted
Payments).

         "DISTRIBUTION AGENT" means The Bank of New York as distribution agent
pursuant to the Escrow and Distribution Agreement and any successor from time to
time.

         "DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than United States dollars, at any time of determination thereof,
the amount of United States

                                     - 13 -

<PAGE>

dollars obtained by translating the amount of such foreign currency into United
States dollars at the spot rate for the purchase of United States dollars with
the applicable foreign currency as published in the Wall Street Journal on the
date that is two (2) New York Business Days prior to such determination.

         Except as set forth in Section 4.07 (Limitation on Indebtedness and
Preferred Stock), whenever it is necessary to determine compliance with any
covenant that contains an amount expressed in United States dollars in this
Indenture and an amount is expressed in a currency other than United States
dollars, such amount will be treated as the Dollar Equivalent determined as of
the date such amount is initially determined in such other currency.

         "DTC" means The Depository Trust Company or its nominee.

         "ENFORCEMENT EVENT" means the acceleration of any Secured Obligations
(other than Secured Obligations arising under the New Bonding Facility
Agreement) or any declaration that any Secured Obligations (other than Secured
Obligations arising under the New Bonding Facility Agreement) are prematurely
due and payable (other than solely as a result of it becoming unlawful for a
Secured Creditor to perform its obligations under the Relevant Documents) or any
failure by any Obligor to pay any principal amount in respect of any Secured
Obligations (other than Secured Obligations arising under the New Bonding
Facility Agreement) whether on maturity or otherwise.

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

         "ESCROW ACCOUNTS" means the Mandatory Redemption Escrow Accounts and
the Existing Performance Bond Escrow Accounts established pursuant to the Escrow
Agreement.

         "ESCROW AGREEMENT" means the escrow agreement dated on or about the
date of the Security Trust and Intercreditor Deed and made between HSBC Bank plc
as New Bonding Facility Agent and New Bonding Facility Security Trustee, the
Security Trustee, the Escrow Bank and the Issuer establishing and setting out
the terms and conditions of each of the Escrow Accounts.

         "ESCROW AND DISTRIBUTION AGREEMENT" means the escrow and distribution
agreement dated March 27, 2003 between the Issuer, Marconi plc, the security
trustee named therein, The Bank of New York as distribution agent, The Law
Debenture Trust Corporation p.l.c., Ancrane, Bondholder Communications Group and
the Supervisors (as defined therein) with respect to the Restructuring.

         "ESCROW BANK" means the Person acting as Escrow Bank under the Escrow
Agreement, which initially shall be HSBC Bank plc.

         "ESOP ESCROW AGREEMENT" means the ESOP escrow agreement dated December
13, 2002 between Marconi plc, the Issuer, HSBC Bank plc and Barclays Bank PLC.

         "EURO" or "E" means the currency introduced at the start of the third
stage of the European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended by the Treaty on European Union.

                                     - 14 -

<PAGE>

         "EUROCLEAR" means Euroclear Bank S.A./N.V.

         "EUROPEAN UNION" means the European Union, including the countries of
Austria, Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but
not including any country which becomes a member of the European Union after the
Issue Date.

         "EVENT OF DEFAULT", when used with respect to the Senior Notes, has the
meaning set forth in Section 6.01 (Events of Default).

         "EXCLUDED ASSET SALE AND LIQUIDATION PROCEEDS" means (1) the first L82
million (or the Sterling Equivalent) of Net Proceeds and/or Liquidation Proceeds
received by the Issuer and its Subsidiaries with respect to Excluded Assets,
minus (2) the aggregate Net Proceeds and/or Liquidation Proceeds received by the
Issuer and its Subsidiaries with respect to Excluded Assets prior to the Issue
Date.

         "EXCLUDED ASSETS" means assets, rights and properties that have been
identified as such in writing by the Issuer to the Trustee, the Junior Note
Trustee and the Security Trustee and that have been confirmed in writing by
PricewaterhouseCoopers.

         "EXISTING INDEBTEDNESS" means Indebtedness of the Issuer and its
Subsidiaries (other than Indebtedness owed to the Issuer or any Subsidiary of
the Issuer) in existence (i) on the Scheme Launch Date or (ii) incurred after
the Scheme Launch Date and in existence on the Issue Date and as set forth in
Schedule 3 (Existing Indebtedness incurred after the Scheme Launch Date) hereto,
in each case until such amounts are repaid.

         "EXISTING INTERCOMPANY INDEBTEDNESS" means Indebtedness owed by the
Issuer or any of its Subsidiaries to the Issuer or any other Subsidiary of the
Issuer (for purposes of this definition, the "CREDITOR") on the Issue Date, in
each case until such amounts are repaid, provided that (1) in the event a
particular Subsidiary of the Issuer is the creditor in respect of Indebtedness
of the Issuer and all its Subsidiaries that in the aggregate exceeds L20
million (or the Sterling Equivalent), such creditor Subsidiary is a party to the
Security Trust and Intercreditor Deed and (2) such Indebtedness is unsecured.
For purposes of this definition, any Subsidiary of the Issuer that owns or holds
any shares of Preferred Stock or Disqualified Stock issued by the Issuer or any
of its other Subsidiaries shall constitute the creditor with respect to such
Preferred Stock or Disqualified Stock.

         "EXISTING PERFORMANCE BOND ESCROW ACCOUNT" means the Escrow Accounts
established pursuant to the Escrow Agreement to be used to satisfy certain
obligations of the Issuer and its Subsidiaries to provide cash collateral under
Existing Performance Bonds.

         "EXISTING PERFORMANCE BONDS" means surety bonds, appeal bonds, bid
bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature issued by a bank, insurance company or other
financial institution on behalf of the Issuer or any of its Subsidiaries in
existence on the Issue Date and not issued pursuant to the Interim Bonding
Facilities, until such bonds, letters of credit, guarantees or other obligations
expire, terminate or are cancelled.

                                     - 15 -

<PAGE>

         "EXTERNAL ASSETS" means, with respect to any specified Person on any
date, the total assets of such Person, after eliminating intercompany assets and
investments in Subsidiaries, on such date and in accordance with Floating UK
GAAP.

         "EXTERNAL SALES" means, with respect to any specified Person for any
period, the total revenues of such Person, after eliminating intercompany sales,
for such period and in accordance with Floating UK GAAP.

         "FAIR MARKET VALUE" means, with respect to any asset, right or
property, the sale value that would be obtained in an arm's-length free market
transaction between an informed and willing seller and an informed and willing
buyer.

         "FIXED UK GAAP" means generally accepted accounting principles
applicable in the United Kingdom including Financial Reporting Standards and
Statements of Standard Accounting Practices issued by the Accounting Standards
Board Limited and as in effect on March 31, 2003.

         "FLOATING UK GAAP" means generally accepted accounting principles
applicable in the United Kingdom including Financial Reporting Standards and
Statements of Standard Accounting Practices issued by the Accounting Standards
Board Limited and as in effect from time to time.

         "GERMAN IP GUARANTOR" means Marconi Communications GmbH, a private
company incorporated under the laws of Germany.

         "GLOBAL SENIOR NOTES" means each global security in bearer form,
representing all or a part of the Senior Notes, without coupons for payments
attached, authenticated and delivered to the Holder of such Senior Notes or such
portion of such Senior Notes in accordance with Section 2.05 (Execution,
Authentication, Delivery and Dating).

         "GROUP" means all the Group Companies.

         "GROUP COMPANY" means the Issuer or any Subsidiary of the Issuer.

         "GROUP LICENCE AGREEMENT" means the intra-group licence agreement among
the Issuer and the operating companies within the Group dated on or before the
Issue Date providing for a licence authorizing the Issuer and each of its
Subsidiaries to use the Intellectual Property of each of them to the extent that
such use is ongoing on the Issue Date.

         "GUARANTEE" means a guarantee, direct or indirect, of the obligation of
another Person in any manner including, without limitation, by way of a pledge
of assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness of any Person. The term
"GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "GUARANTEE" used as a verb has a
corresponding meaning.

         "GUARANTEE OF THE JUNIOR NOTES" means the Guarantee of the Junior Notes
by the Guarantors executed and delivered pursuant to Article 11 of the Junior
Note Indenture.

         "GUARANTEE OF THE SENIOR NOTES" means the Guarantee of the Senior Notes
by the Guarantors executed and delivered pursuant to Article 11 of this
Indenture.

                                     - 16 -

<PAGE>

         "GUARANTORS" means each Non-US Guarantor and each US Guarantor.

         "HIGHLY RATED FINANCIAL COUNTERPARTY" means a bank or financial
institution whose financial obligations are rated P-1 by Moody's Investors
Service, Inc. or A-1 by Standard and Poor's Rating Services (or any successor to
the ratings business of either of the foregoing) or the equivalent rating
category of another internationally recognized rating agency.

         "HOLDER" means (i) for so long as any Senior Notes are represented by
one or more Global Senior Notes, the bearer thereof which shall be the
Depositary and (ii) in the event that Definitive Registered Senior Notes are
issued, the Person in whose name a Definitive Registered Senior Note is
registered on the Registrar's books.

         "INDEBTEDNESS" means, with respect to any specified Person, without
duplication:

         (1)      all indebtedness of such Person for borrowed money;

         (2)      all obligations of such Person evidenced by bonds, notes,
                  debentures, loan stock or similar instruments;

         (3)      all obligations, contingent or otherwise, of such Person in
                  respect of surety bonds, appeal bonds, bid bonds, performance
                  bonds or other obligations of a like nature;

         (4)      all obligations, contingent or otherwise, of such Person in
                  respect of letters of credit, banker's acceptances, bank
                  guarantees, acceptance or other similar facilities, in each
                  case, including reimbursement obligations or agreements in
                  respect thereof;

         (5)      all Capital Lease Obligations of such Person;

         (6)      all obligations created or arising under any conditional sale
                  or other title retention agreement with respect to property
                  acquired by such Person (even if the rights and remedies of
                  the seller or lender under such agreement in the event of
                  default are limited to repossession or sale of such property),
                  and all obligations of such Person representing the balance
                  deferred and unpaid of the purchase price of any property or
                  services, but in each case excluding trade payables and other
                  accrued current liabilities arising in the ordinary course of
                  business;

         (7)      all Attributable Debt with respect to any Sale and Leaseback
                  Transaction of such Person;

         (8)      receivables sold or discounted (including, for the avoidance
                  of doubt, transactions having the economic effect of a sale or
                  discounting of receivables) by such Person, provided that
                  receivables to the extent they are sold or discounted on a
                  non-recourse basis shall be disregarded, and for this purpose,
                  where recourse:

                  (a)      is limited to the receivables sold; and/or

                                     - 17 -

<PAGE>

                  (b)      arises as a result of breach of warranties (or the
                           equivalent), including warranties (or the equivalent)
                           regarding the validity and enforceability of the
                           receivables sold but excluding warranties (or the
                           equivalent) in respect of the creditworthiness of the
                           receivable debtor;

                  the sale or discounting of such receivable shall be deemed to
                  be on a non-recourse basis;

         (9)      any amount raised under any other transaction by such Person
                  (including any forward sale or purchase agreement) having the
                  commercial effect of a borrowing, excluding trade payables and
                  other accrued current liabilities arising in the ordinary
                  course of business;

         (10)     all obligations of such Person under any Derivative
                  Transaction (the amount of any such obligations to be equal at
                  any time to the termination value of such agreement or
                  arrangement giving rise to such obligation that would be
                  payable by such Person at such time);

         (11)     the greater of the voluntary or involuntary maximum fixed
                  repurchase price of all Disqualified Stock of such Person; and

         (12)     any Preferred Stock issued by such Person, other than the
                  Issuer.

         In addition, the term "Indebtedness" includes all Indebtedness of other
Persons, the payment of which is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or with respect to any asset or property of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) and, to
the extent not otherwise included, any Guarantee or indemnity of the specified
Person with respect to any Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

         (1)      in the case of any Indebtedness issued with original issue
                  discount, the accreted value of the Indebtedness; and

         (2)      in the case of any other Indebtedness, the principal amount of
                  the Indebtedness, together with any interest on the
                  Indebtedness that is more than 30 days past due.

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "INDENTURES" means this Indenture and the Junior Note Indenture.

         "INITIAL SECURITY DOCUMENTS" means the security documents to be dated
on or before the Issue Date that are set forth in Schedule 2 (Initial Security
Documents) hereto.

         "INITIAL TRANSACTION SECURITY" means all assets, properties and rights
of the Issuer and its Subsidiaries that are subject to Liens pursuant to the
terms and provisions of the Initial Security Documents in order to secure the
Secured Obligations.

                                     - 18 -

<PAGE>

         "INTELLECTUAL PROPERTY" means all industrial and intellectual property
rights whether registered or not including pending applications for registration
of such rights and the right to apply for registration of such rights including
but not limited to Patents, utility models, design patents, registered designs,
design rights, trade and service marks, copyrights (including copyright and
equivalent rights in computer software), rights in inventions, technical
information, rights in know-how, business names, database rights, processes,
models, formulae and experiments and all rights of equivalent or similar effect
to any of those which may subsist anywhere in the world.

         "INTELLECTUAL PROPERTY LICENCE AGREEMENTS" means (1) the licences from
the IPR SPVs (and in the case of the German IP Guarantor, the Security Trustee)
to the relevant Subsidiaries of the Issuer, (2) the Research and Development
Cost Sharing Agreement and (3) the Group Licence Agreement.

         "INTERIM BONDING FACILITIES" means (1) the interim bonding facility
dated May 10, 2002, as amended, among Barclays Bank PLC, HSBC Bank plc and
JPMorgan Chase Bank and Marconi Bonding Limited providing for the issuance of
surety bonds, appeal bonds, bid bonds, performance bonds, letters of credit,
bank guarantees or other obligations of a like nature and (2) the temporary
bonding facility dated February 8, 2002 among Barclays Bank PLC, HSBC Bank plc
and Marconi Bonding Limited providing for the issuance of surety bonds, appeal
bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature.

         "INTRA-GROUP LIABILITIES" means all present or future sums, liabilities
and obligations whatsoever (actual or contingent) payable, owing, due or
incurred by any Intra-Group Borrower (as defined in the Security Trust and
Intercreditor Deed) to any Intra-Group Creditor (as defined in the Security
Trust and Intercreditor Deed) (whether pursuant to an Intra-Group Document (as
defined in the Security Trust and Intercreditor Deed) or otherwise), other than
sums, liabilities and obligations arising in the ordinary course of business
which do not constitute Indebtedness.

         "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Subsidiaries and
Affiliates of such Person) in the form of loans (including Guarantees or similar
arrangements), advances (by means of any transfer of cash or other property to a
Person other than the Issuer or any of its Subsidiaries or any payment for
property or services for the account or use of a Person other than the Issuer or
any of its Subsidiaries), or capital contributions or purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with Floating UK GAAP. The
acquisition by the Issuer or any Subsidiary of the Issuer of a Person that
becomes a Subsidiary of the Issuer or any Subsidiary of the Issuer and that
holds an Investment in a third Person will be deemed to be an Investment by the
Issuer or such Subsidiary in such third Person in an amount equal to the Fair
Market Value of the Investment held by the acquired Person in such third Person
in an amount determined as provided in Section 4.04 (Restricted Payments).

         "IPR SPV" means each of UK IPR Co, US IPR Co and Ringfenced IPR Co.

         "ISRAELI ESOP ESCROW AGREEMENT" means the escrow agreement dated
October 21, 2002 between the Issuer, Marconi plc, HSBC Bank plc, Barclays Bank
PLC, Bedell Cristin Trustees Limited and Allen & Overy.

                                     - 19 -

<PAGE>

         "ISSUE DATE" means the date on which the Senior Notes are first
originally issued.

         "ISSUER" means Marconi Corporation plc and any successor thereto.

         "ISSUER REQUEST" and "ISSUER ORDER" means, respectively, a written
request or order signed in the name of the Issuer by any Officer and delivered
to the Paying Agent or the Trustee (as the case may be).

         "ITALIAN EASY LOANS" means the subsidized loans existing as of the
Issue Date granted by the Italian Ministry of Productive Activities (formerly,
Ministry of Industry), either directly or through its authorized agents, in
favor of Marconi Communications S.p.A. and Marconi Sud S.p.A. or any other
Subsidiary of the Issuer incorporated or organized under the laws of Italy
pursuant to the provisions of Law No. 46 dated February 17, 1982 and Legislative
Decree No. 297 dated July 27, 1999.

         "ITALIAN INVOICE DISCOUNTING" means the discounting or factoring
(including, for the avoidance of doubt, transactions having the economic effect
of discounting or factoring) by Non-US Subsidiaries incorporated or organized
under the laws of Italy of trade receivables owed to such Non-US Subsidiaries in
the ordinary course of business on arm's-length terms, provided that (1) the
aggregate gross proceeds received from all such trade receivables discounted or
factored from and after the Issue Date does not exceed E60 million (or the
equivalent in other currencies) and (2) such discounting or factoring is on a
non-recourse basis within the meaning specified in clause (8) of the definition
of Indebtedness.

         "ITALIAN MORTGAGES" means mortgages over real property constituting
Transaction Security granted by Marconi Communications S.p.A. and Marconi Sud
S.p.A.

         "JUNIOR NOTE INDENTURE" means the indenture dated as of May 19, 2003
between and among Marconi Corporation plc as issuer, the initial guarantors
named therein and JPMorgan Chase Bank as trustee, governing the Junior Notes, as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental thereto entered into pursuant to the
applicable provisions thereof.

         "JUNIOR NOTE INTEREST PAYMENT DATE" means each January 31, April 30,
July 31 and October 31, commencing July 31, 2003.

         "JUNIOR NOTE TRUSTEE" means JPMorgan Chase Bank or any successor
trustee appointed pursuant to the applicable provisions of the Junior Note
Indenture.

         "JUNIOR NOTES" means the Guaranteed Junior Secured Notes due 2008
issued by the Issuer pursuant to the Junior Note Indenture.

         "JUNIOR PIK NOTES" means any Junior Notes issued in payment of interest
or Additional Amounts (as defined in the Junior Note Indenture) on outstanding
Junior Notes pursuant to the Junior Note Indenture.

         "LIEN" means, with respect to any asset or property, any mortgage or
deed of trust, lien (statutory or otherwise), pledge, charge, security interest,
assignment, deposit, easement, hypothecation, or other encumbrance of any kind
upon or in respect of such asset or property, whether or not filed, recorded or
otherwise perfected under applicable law, including any

                                     - 20 -

<PAGE>

conditional sale, capital lease or other title retention agreement, any lease in
the nature thereof, any agreement to give a charge, mortgage or other security
interest in and any filing of or agreement to give any financing statement under
a statute or regulation of any jurisdiction.

         "LIQUIDATION PROCEEDS" means the aggregate cash and Cash Equivalents
received by the Issuer or any of its Subsidiaries (i) in respect of the
liquidation, dissolution or winding up of any Subsidiary of the Issuer in its
capacity as holder of any Equity Interest in such Subsidiary that occurs
following or otherwise in connection with the sale of all or substantially all
the assets of such Subsidiary to a Person other than the Issuer or any of its
Subsidiaries or (ii) in respect of the liquidation, dissolution or winding up of
any Investment in a Person other than the Issuer or any of its Subsidiaries that
is owned by the Issuer or a Subsidiary of the Issuer, net of, without
duplication:

         (1)      any cash investment in, or payment or repayment of any
                  Indebtedness or other liability of, any Subsidiary of the
                  Issuer being liquidated, dissolved, placed under
                  administration or wound-up that is made by the Issuer or any
                  other Subsidiary of the Issuer contemporaneously with such
                  liquidation, dissolution, administration or winding-up, but
                  only to the extent of the amount of such cash investment,
                  payment or repayment;

         (2)      the direct costs actually incurred by the Issuer or such
                  Subsidiary including, without limitation, legal, accounting
                  and investment banking fees, sales commissions, and taxes
                  required to be paid or accrued as a liability under Floating
                  UK GAAP as a consequence of such liquidation, dissolution,
                  administration or winding-up, in each case, after taking into
                  account any available tax credits or deductions and any tax
                  sharing arrangements; and

         (3)      all distributions and other payments required to be made to
                  minority interest holders in any Subsidiary of the Issuer as a
                  result of such liquidation, dissolution, administration or
                  winding-up.

         "LONDON BUSINESS DAY" means a day (other than a Saturday or Sunday) on
which commercial banks in London are open for general business.

         "MAKE-WHOLE AMOUNT" means, with respect to the Senior Notes and any
Repayment Date, an amount equal to the sum of the present values of the
remaining scheduled payments of principal and interest after such Repayment Date
on the Senior Notes discounted to the Repayment Date on a quarterly basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate as determined by an independent investment banking firm in London
(selected by the Issuer).

         "MANDATORY REDEMPTION ESCROW ACCOUNT" means the Escrow Account
established pursuant to the Escrow Agreement to receive deposits to be applied
to, inter alia, the mandatory redemption of the Junior Notes and/or the Senior
Notes.

         "MCHI" means Marconi Holdings, LLC, a Delaware limited liability
company, previously known as Marconi Communications Holdings, Inc., a Delaware
Corporation.

                                     - 21 -

<PAGE>

         "MCHI PLAN OF LIQUIDATION AND DISSOLUTION" means the Plan of Complete
Liquidation and Dissolution adopted and approved by the Board of Directors and
stockholders, respectively, of MCHI in March 2001 as in effect on the Issue
Date.

         "MOBILE ESOP ESCROW AGREEMENT" means the escrow agreement dated August
2, 2002 between the Issuer, Marconi plc, Marconi Bruton Street Limited, HSBC
Bank plc, Barclays Bank PLC, Salomon Brothers International Limited, UBS AG,
Bedell Cristin Trustees Limited and Slaughter and May.

         "NET PROCEEDS" means the aggregate cash and Cash Equivalents received
by the Issuer or any of its Subsidiaries in respect of any Asset Sale
(including, without limitation, payments in respect of deferred payment
arrangements (to the extent corresponding to the principal, but not interest,
component thereof) when received in the form of, and any non-cash consideration
received in any Asset Sale when disposed of for, cash or Cash Equivalents), net
of, without duplication (but in each case provided that the Issuer may, in its
discretion, elect not to deduct all or any portion of the following amounts from
the aggregate cash and Cash Equivalents received):

         (1)      all legal, title and recording tax expenses, commissions and
                  other fees and expenses incurred (including fees and expenses
                  of counsel, accountants and investment bankers) in connection
                  with such Asset Sale;

         (2)      all taxes required to be paid or accrued as a liability under
                  Floating UK GAAP, consistently applied, as a consequence of
                  such Asset Sale, in each case, after taking into account any
                  available tax credits or deductions and any tax sharing
                  arrangements;

         (3)      all distributions and other payments required to be made to
                  minority interest holders in any Subsidiary of the Issuer as a
                  result of such Asset Sale;

         (4)      amounts required to be applied to the repayment of
                  Indebtedness secured by a Lien on the assets, properties or
                  rights that were the subject of such Asset Sale, or
                  Indebtedness which pursuant to applicable law must be repaid
                  out of the proceeds of such Asset Sale;

         (5)      amounts required to be applied to the repayment of Existing
                  Indebtedness which by its terms, or in order to obtain a
                  necessary consent to such Asset Sale, must be repaid out of
                  the proceeds of such Asset Sale;

         (6)      the provision of appropriate amounts by the Issuer or any of
                  its Subsidiaries as a reserve against any liabilities and/or
                  indemnification obligations retained and/or assumed by the
                  Issuer or any of its Subsidiaries pursuant to such Asset Sale,
                  as determined in accordance with, and only to the extent
                  required by, Floating UK GAAP, as reflected in an Officers'
                  Certificate of the Issuer delivered to the Trustee; and

         (7)      to the extent required pursuant to any binding agreement
                  between the Pension Benefit Guaranty Corporation and the
                  Issuer or its Subsidiaries (a "PBGC AGREEMENT"), any amount
                  contributed to the Marconi USA Employees' Retirement Plan or
                  the RELTEC Corporation Retirement Plan (or any successor

                                     - 22 -

<PAGE>

                  plans thereto) for any Affected Pension Participants
                  representing not more than the allocable portion of any
                  underfunding under such pension plan or plans attributable to
                  Affected Pension Participants, to the extent that, in
                  connection with such Asset Sale, the assets and liabilities
                  under the applicable pension plan or plans attributable to
                  such Affected Pension Participants are not transferred to a
                  pension plan maintained by or on behalf of the acquirer in
                  such Asset Sale (for purposes of this clause (7) the net
                  underfunding shall be computed based on the present value of
                  the applicable plan's assets and liabilities as of the date of
                  the Asset Sale and using the applicable actuarial assumptions
                  then being used by the Pension Benefit Guaranty Corporation of
                  the United States for purposes of calculating plan termination
                  liability and using such other actuarial assumptions and
                  methods considered reasonable by the Issuer to determine such
                  liabilities on the sale date based on employee data as of the
                  previous plan valuation date updated to reflect significant
                  demographic changes or, if less, in accordance with any PBGC
                  Agreement), it being understood that, to the extent required
                  under a PBGC Agreement upon the sale of the Outside Plant and
                  Power Business or, if later, the sale of the North American
                  Access Business, the RELTEC Corporation Retirement Plan shall
                  be fully funded or the sponsorship thereof transferred to a
                  third-party buyer of either such business unit;

provided, however, that if either (i) the instrument or agreement governing such
Asset Sale requires the transferor to maintain a portion of the purchase price
in escrow or otherwise segregate and set aside a portion of the purchase price,
whether as a reserve for adjustment of the purchase price or otherwise, for a
period not in excess of nine months or (ii) the Issuer, in its reasonable
judgment, determines that it is desirable to segregate and set aside funds as a
reserve for post-closing adjustments to the purchase price or post-closing
balance sheet adjustments for a period not in excess of nine months, the portion
of the cash or Cash Equivalents that is actually placed in escrow or segregated
and set aside by the transferor shall not be deemed to be Net Proceeds until the
escrow terminates or the transferor ceases to segregate and set aside such
funds, in whole or in part, and then only to the extent of the proceeds released
from escrow to the transferor or that are no longer segregated and set aside by
the transferor.

         For the avoidance of doubt, the term "Net Proceeds" shall also include
those amounts described as such in subclause (b) of Section 4.05 (Purchase and
Cancellation of Notes).

         "NEW BONDING FACILITY AGREEMENT" means the L50 million committed
revolving bonding facility agreement dated March 27, 2003 among the Issuer,
Marconi Bonding Limited, the New Bonding Facility Security Trustee, certain New
Bonding Facility Banks and certain Non-US Subsidiaries providing for the
issuance of surety bonds, appeal bonds, bid bonds, performance bonds, letters of
credit, bank guarantees or other obligations of a like nature on behalf of the
Issuer and/or any Non-US Subsidiary, as such agreement may be amended, extended,
supplemented or otherwise modified from time to time (including, without
limitation, any successive amendments, extensions, supplements or other
modifications of the foregoing); provided that (1) the aggregate principal
amount of Indebtedness at any one time outstanding thereunder shall not exceed
L50 million (or the Sterling Equivalent) and (2) the term of such facility shall
not extend beyond the date that is 30 months after the Issue Date (but, for the
avoidance of doubt, Indebtedness and other obligations incurred or arising under
such facility

                                     - 23 -

<PAGE>

on or prior to the date that is 30 months after the Issue Date may extend beyond
such date in accordance with the provisions of such facility).

         "NEW BONDING FACILITY BANKS" means those banks party to the Security
Trust and Intercreditor Deed as New Bonding Facility Banks.

         "NEW BONDING FACILITY FUNDING AMOUNT" means at any time the lesser of
(i) L25,000,000 (or the Sterling Equivalent) and (ii) one half of the aggregate
facility limit under the New Bonding Facility Agreement.

         "NEW BONDING FACILITY SECURITY TRUSTEE" means HSBC Bank plc or any
successor appointed as agent and security trustee pursuant to the New Bonding
Facility Agreement.

         "NEW PATENT" means any Patent for which an application for a Patent is
filed by an IPR SPV, a UK IP Opco or a US IP Opco after the Effective Date.

         "NEW YORK BUSINESS DAY" means a day (other than a Saturday or Sunday)
on which commercial banks in New York City and the Corporate Trust Office of the
Trustee are open for general business.

         "NON-US GUARANTOR" means each of:

         (1)      Metapath Software International Limited

                  Mobile Systems International Holdings Limited

                  GPT Special Project Management Limited

                  Marconi Communications Limited, a private limited company
                  incorporated under the laws of England and Wales

                  Marconi Communications International Limited

                  Marconi Communications China Limited

                  Marconi Communications International Investments Limited

                  Marconi Communications International Holdings Limited

                  Marconi Communications Investments Limited

                  Marconi Communications Holdings Limited

                  Marconi (Bruton Street) Limited

                  Marconi (DGP1) Limited

                  Marconi (DGP2) Limited

                  Marconi Bonding Limited

                  Marconi Optical Components Limited

                  Associated Electrical Industries Limited

                  English Electric Company Limited

                  Marconi (Elliott Automation) Limited

                  Elliott Automation Holdings Limited

                  Marconi Aerospace Unlimited

                  Marconi UK Intellectual Property Limited

                  Marconi (NCP) Limited

                  Highrose Limited

                  Marconi Inc.

                  Marconi Holdings, LLC

                  Marconi Communications North America Inc.

                                     - 24 -

<PAGE>

                  FS Holdings Corp.

                  FS Finance Corp.

                  Marconi Software International, Inc.

                  Metapath Software International (US), Inc.

                  Metapath Software International, Inc.

                  Marconi Intellectual Property (US), Inc.

                  Marconi Communications Holdings GmbH

                  Marconi Communications GmbH, a private company incorporated
                  under the laws of the Federal Republic of Germany

                  Marconi Communications Real Estate GmbH

                  Marconi Holdings S.p.A.

                  Marconi Communications S.p.A.

                  Marconi Sud S.p.A. (to the extent provided in Section 11.01)

                  Marconi Communications Telemulti Ltda. (to the extent provided
                  in Section 11.01)

                  Marconi Australia Holdings Pty Limited

                  Marconi Australia Pty Limited

                  Marconi Communications Asia Limited

                  G.E.C. (Hong Kong) Limited

                  Bruton Street Overseas Investments Limited; and

                  Regents Place, Inc.;

         (2)      any other Non-US Subsidiary that executes a Guarantee of the
                  Senior Notes pursuant to this Indenture; and

         (3)      each of their respective successors.

         "NON-US SUBSIDIARY" means any Subsidiary of the Issuer other than a US
Subsidiary.

         "NORTH AMERICAN ACCESS BUSINESS" means that portion of the network
equipment business of the US Subsidiaries comprising the North American access
systems business, which develops, manufactures, markets and sells last-mile
copper and fiber digital network equipment for the connection of business and
consumer end-users to communications networks in the United States and Canada
(including a service provider's switch or local exchange or an internet service
provider), but excluding the Outside Plant and Power Business and the BBRS
Business.

         "NOTE TRUSTEES" means the Trustee and the Junior Note Trustee
collectively, or either of them, if the context requires.

         "OBLIGATIONS" means any principal, premium, make-whole amounts,
interest, penalties, fees, expenses, indemnifications, reimbursements, damages
and other liabilities (including, without limitation, contingent and prospective
liabilities) payable under the documentation governing any Indebtedness.

         "OBLIGOR" means each of the Issuer and each Guarantor, including any
Additional Guarantor.

                                     - 25 -

<PAGE>

         "OFFICER" means, with respect to the Issuer or any Guarantor, the chief
executive officer, the chief financial officer, the chief accounting officer,
the company secretary or any managing director, director or assistant company
secretary of the Issuer or such Guarantor.

         "OFFICERS' CERTIFICATE" means, with respect to the Issuer or any
Guarantor, a certificate signed in the name of the Issuer or such Guarantor, as
the case may be, by any two Officers of the Issuer or such Guarantor, as the
case may be (or, to the extent such Officers' Certificate is delivered in
compliance with the Trust Indenture Act, such officers as shall be required
thereunder), complying with the requirements of Section 13.03 (Certificate and
Opinion as to Conditions Precedent) and Section 13.04 (Statements Required in
Certificate or Opinion), as applicable.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or any Guarantor, and who shall be
reasonably acceptable to the Trustee.

         "OPINION OF OUTSIDE COUNSEL" means a written opinion of counsel which
is issued by a Person who is a counsel of recognized standing in the relevant
jurisdiction and who is not an employee or consultant (other than non-employee
legal counsel) of the Issuer or any Guarantor.

         "OPTIONAL REDEMPTION PRICE" means an amount per Senior Note equal to
the greater of (1) the applicable Make-Whole Amount for such Senior Note and (2)
110% of the principal amount of such Senior Note, plus in each case accrued and
unpaid interest and Additional Amounts, if any, to the relevant Repayment Date.

         "OUTSIDE PLANT AND POWER BUSINESS" means that portion of the network
equipment access systems business of the US Subsidiaries that comprises outside
plant and power products that power, connect, protect or enclose parts of a
telecommunications network and services related to the installation,
engineering, maintenance and repair of and training for telecommunications
products.

         "OUTSTANDING" means, as of any date of determination, in relation to
the Senior Notes all the Senior Notes issued other than:

         (1)      those Senior Notes which have been redeemed pursuant to this
                  Indenture;

         (2)      those Senior Notes in respect of which the date for redemption
                  in accordance with this Indenture has occurred and the
                  redemption moneys (including premium (if any) and all interest
                  and Additional Amounts, if any, payable thereon) have been
                  duly paid to the Trustee or to the Paying Agent in the manner
                  provided in the Agency Agreement (and where appropriate notice
                  to that effect has been given to the relevant Holders) and
                  remain available for payment against presentation of the
                  relevant Senior Notes;

         (3)      those mutilated or defaced Senior Notes which have been
                  surrendered and cancelled and in respect of which replacements
                  have been issued;

         (4)      (for the purpose only of ascertaining the principal amount of
                  the Senior Notes outstanding and without prejudice to the
                  status for any other purpose of the

                                     - 26 -

<PAGE>

                  relevant Senior Notes) those Senior Notes which are alleged to
                  have been lost, stolen or destroyed and in respect of which
                  replacements have been issued; and

         (5)      any Global Senior Note to the extent that it shall have been
                  exchanged for another Global Senior Note or for Definitive
                  Registered Senior Notes pursuant to its provisions or the
                  provisions of this Indenture;

         provided that for each of the following purposes, namely:

         (i)      the right to attend and vote at any meeting of the Holders or
                  any of them;

         (ii)     the determination of how many and which Senior Notes are for
                  the time being outstanding for the purposes of determining
                  whether the Required Holders have consented to the cessation
                  of a Payment Stop Event, the cancellation of a Standstill
                  Notice or for the purposes of Sections 6.01 (Events of
                  Default), 6.03 (Acceleration), 6.04 (Rescission and
                  Annulment), 6.10 (Limitations on Suits), 6.15 (Control by
                  Holders), 6.16 (Waiver of Past Default), 6.17 (Undertaking for
                  Costs), 7.10 (Resignation and Removal; Appointment of
                  Successors), 10.01 (Supplemental Indentures with the Consent
                  of Holders), 14.03 (Call and Notice of Meetings), 14.04
                  (Voting at Meetings) and 14.05 (Voting Rights, Conduct and
                  Adjournment);

         (iii)    any discretion, power or authority (whether contained in this
                  Indenture or vested by operation of law) which the Trustee is
                  required, expressly or impliedly, to exercise in or by
                  reference to the interests of the Holders or any of them; and

         (iv)     the determination by the Trustee whether any event,
                  circumstance, matter or thing is, in its opinion, materially
                  prejudicial to the interests of the Holders or any of them,

         those Senior Notes (if any) (i) which are for the time being held by or
         on behalf of the Issuer, a Guarantor, any of their respective
         Subsidiaries or any Affiliate of any of the foregoing, in each case as
         beneficial owner, and (ii) which are held in escrow pursuant to the
         Escrow and Distribution Agreement for distribution to Scheme Creditors
         shall (unless and until ceasing to be so held) be deemed not to remain
         Outstanding.

         "PARTICIPANTS" means participants of DTC, Euroclear and Clearstream,
Luxembourg.

         "PATENTS" means all pending patent applications and registered patents.

         "PAYING AGENT" means initially The Bank of New York and thereafter, any
Person (other than the Issuer, any Guarantor or any Affiliate of the Issuer or
any Guarantor) authorized by the Issuer to authenticate the Senior Notes and to
pay the principal of, premium, if any, and interest and Additional Amounts, if
any, on any Senior Notes on behalf of the Issuer in accordance with the Agency
Agreement.

         "PAYMENT STOP EVENT" means the occurrence of either of the following:

         (1)      the failure by an Obligor to pay on the due date any amount
                  payable under the Senior Notes or this Indenture, or

                                     - 27 -

<PAGE>

         (2)      the acceleration of the maturity of the Senior Notes following
                  the occurrence of an Event of Default under the Senior Notes
                  or this Indenture,

         provided that a Payment Stop Event shall cease to be continuing if:

         (a)      the relevant Default under the Senior Notes or this Indenture
                  has been remedied or waived and any such acceleration has been
                  rescinded in accordance with this Indenture;

         (b)      the Required Holders of at least a majority in aggregate
                  principal amount of the then Outstanding Senior Notes consent
                  in writing to the cessation of such Payment Stop Event; or

         (c)      all Obligations under the Senior Notes and this Indenture have
                  been discharged in full and there are no further Obligations
                  under the Senior Notes or this Indenture.

         "PERMITTED BUSINESS" means business of the general nature of the Issuer
and its Subsidiaries conducted on the Issue Date and businesses ancillary or
reasonably related or complementary thereto.

         "PERMITTED CORE BUSINESS" means the telecommunications network
equipment and network services businesses conducted by the Issuer and its Non-US
Subsidiaries on the Issue Date, excluding the US Core Businesses.

         "PERMITTED DEBT" means any of the following:

         (1)      Existing Indebtedness and Existing Intercompany Indebtedness;

         (2)      Permitted Refinancing Indebtedness;

         (3)      Indebtedness represented by the Senior Notes, the Junior
                  Notes, the Composite Guarantee, the Guarantee of the Senior
                  Notes and the Guarantee of the Junior Notes;

         (4)      Indebtedness of the Issuer or any Non-US Subsidiary incurred
                  in the ordinary course of business under the New Bonding
                  Facility Agreement or any Replacement New Bonding Facility
                  Agreement;

         (5)      Permitted Intra-Group Indebtedness;

         (6)      Indebtedness of the Issuer and its Subsidiaries in respect of
                  surety bonds, appeal bonds, bid bonds, performance bonds,
                  letters of credit, bank guarantees or other obligations of a
                  like nature incurred in the ordinary course of business;

         (7)      Indebtedness of the Issuer and its Subsidiaries arising from
                  agreements for indemnification or purchase price adjustment or
                  similar obligations incurred or assumed in connection with the
                  disposition or purchase of any assets, provided, in the case
                  of a sale, that the maximum assumable liability in respect of
                  all such obligations shall at no time exceed the gross
                  proceeds actually received by the

                                     - 28 -

<PAGE>

                  Issuer and its Subsidiaries (including the Fair Market Value
                  of any non-cash proceeds);

         (8)      Indebtedness of the Issuer and its Subsidiaries in respect of
                  workers' compensation and other claims or obligations arising
                  under or in connection with social security, welfare,
                  employment-related or similar regulation, or in connection
                  with self-insurance or similar requirements related thereto,
                  in each case arising in the ordinary course of business,
                  including for the avoidance of doubt, Guarantees of any
                  obligations of the foregoing nature;

         (9)      the accrual of interest on Indebtedness of the Issuer and its
                  Subsidiaries that has not been capitalized or added to the
                  principal amount of such Indebtedness or the accretion or
                  amortization of original issue discount with respect to
                  Indebtedness, which Indebtedness was in each case permitted by
                  another clause of this definition;

         (10)     Indebtedness of the Captive Insurance Company in an aggregate
                  principal amount at any one time outstanding not to exceed L20
                  million (or the Sterling Equivalent);

         (11)     Indebtedness of the Issuer and its Subsidiaries consisting of
                  advance or extended payment terms in the ordinary course of
                  business provided that no Lien (other than a Permitted Lien)
                  is created in connection with such advance or extended payment
                  terms;

         (12)     Indebtedness of the Issuer and its Subsidiaries pursuant to
                  Permitted Hedging Transactions;

         (13)     the Guarantee by the Issuer or any Non-US Guarantor of
                  Indebtedness of the Issuer or any other Non-US Guarantor,
                  which Indebtedness is permitted by another clause of this
                  definition;

         (14)     the Guarantee by any US Guarantor that is not a US Core
                  Business Subsidiary of Indebtedness of any other US Guarantor
                  that is not a US Core Business Subsidiary, which Indebtedness
                  is permitted by another clause of this definition;

         (15)     the Guarantee by any US Core Business Subsidiary of
                  Indebtedness of another US Core Business Subsidiary engaged in
                  the same US Core Business, which Indebtedness is permitted by
                  another clause of this definition;

         (16)     Indebtedness of any US Subsidiary under the US Working Capital
                  Facility in an aggregate principal amount at any one time
                  outstanding for all US Subsidiaries not to exceed US$22.5
                  million (or the Dollar Equivalent);

         (17)     Indebtedness of the Issuer or any of its Subsidiaries arising
                  from an indemnity or similar obligation to any export credit
                  agency or similar governmental or quasi-governmental entity of
                  any member state of the Organization for Economic Co-operation
                  and Development in each case in an amount not to exceed the
                  portion of the price to be paid to the Issuer or any of its
                  Subsidiaries under a contract for goods or services that is
                  guaranteed, insured or otherwise

                                     - 29 -

<PAGE>

                  supported by such export credit agency or similar governmental
                  or quasi-governmental entity and in an aggregate amount at any
                  time outstanding not to exceed L50 million (or the Sterling
                  Equivalent);

         (18)     Indebtedness of the Issuer and the Non-US Subsidiaries in an
                  aggregate principal amount (or accreted value, as applicable)
                  at any time outstanding pursuant to this clause (18) which,
                  when aggregated with all other Indebtedness of the Issuer and
                  all Non-US Subsidiaries not permitted by any other clause of
                  this definition, does not exceed (a) in the event all
                  previously issued Junior Notes have been repaid in full and
                  there are no outstanding Obligations under the Junior Notes or
                  the Junior Note Indenture, L75 million (or the Sterling
                  Equivalent), or otherwise (b) L50 million (or the Sterling
                  Equivalent); and

         (19)     Indebtedness of the US Subsidiaries in an aggregate principal
                  amount (or accreted value, as applicable) at any time
                  outstanding pursuant to this clause (19) which, when
                  aggregated with all other Indebtedness of all US Subsidiaries
                  not permitted by any other clause of this definition, does not
                  exceed (a) in the event all previously issued Junior Notes
                  have been repaid in full and there are no outstanding
                  Obligations under the Junior Notes or the Junior Note
                  Indenture, US$15 million (or the Dollar Equivalent), or
                  otherwise (b) US$10 million (or the Dollar Equivalent).

         "PERMITTED HEDGING TRANSACTION" means any Derivative Transaction that
is a currency option agreement or forward foreign exchange agreement entered
into by the Issuer or any of its Subsidiaries with any Person (other than the
Issuer or any of its Subsidiaries) (1) designed to protect against fluctuations
in currency values solely with respect to (a) trade receivables, (b) trade
payables, (c) the obligations of the Issuer to make payments of principal,
premium, if any, interest or Additional Amounts, if any, on the Senior Notes or
the Junior Notes or (d) consideration receivable in the form of cash or Cash
Equivalents pursuant to Asset Sales, and (2) other than in the case of clause
(1)(c), in the ordinary course of business and with a non-extendable term of not
more than 12 months.

         "PERMITTED INTRA-GROUP HEDGING TRANSACTION" means any Derivative
Transaction that is a currency option agreement or forward foreign exchange
agreement between or among the Issuer and any of its Subsidiaries designed to
protect against fluctuations in currency values and entered into in the ordinary
course of business and on arm's-length pricing.

         "PERMITTED INTRA-GROUP INDEBTEDNESS" means Indebtedness created,
incurred or acquired after the Issue Date and owed by the Issuer or any of its
Subsidiaries (for purposes of this definition, the "DEBTOR") to the Issuer or
any of its Subsidiaries (for the purposes of this definition, the "CREDITOR")
that complies with the criteria set out in one or more of the following clauses:

         (1)      the debtor is the Issuer or any Non-US Guarantor and the
                  creditor is the Issuer or any Non-US Guarantor; or

         (2)      the debtor is any US Guarantor and the creditor is any US
                  Guarantor; or

                                     - 30 -

<PAGE>

         (3)      the debtor is the Issuer or any Non-US Guarantor, the creditor
                  is any Non-US Subsidiary that is not a Non-US Guarantor and
                  the creditor is a direct or indirect Subsidiary of the debtor,
                  provided that, in the event such Indebtedness in respect of
                  which a particular Subsidiary of the Issuer is the creditor
                  exceeds an aggregate of L20 million (or the Sterling
                  Equivalent), such Subsidiary shall be a party to the Security
                  Trust and Intercreditor Deed; or

         (4)      the debtor is any US Guarantor, the creditor is any US
                  Subsidiary that is not a US Guarantor and the creditor is a
                  direct or indirect Subsidiary of the debtor, provided that, in
                  the event such Indebtedness in respect of which a particular
                  Subsidiary of the Issuer is the creditor exceeds an aggregate
                  of L20 million (or the Sterling Equivalent), such Subsidiary
                  shall be a party to the Security Trust and Intercreditor Deed;
                  or

         (5)      the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor and the creditor is any other Non-US Subsidiary that
                  is not a Non-US Guarantor; or

         (6)      the debtor is a US Subsidiary that is not a US Guarantor and
                  the creditor is any other US Subsidiary that is not a US
                  Guarantor; or

         (7)      the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor, the creditor is the Issuer or a Non-US Guarantor,
                  and the aggregate principal amount of all such Indebtedness
                  outstanding pursuant to this clause does not at any time
                  exceed L50 million (or the Sterling Equivalent); or

         (8)      the debtor is a US Subsidiary that is not a US Guarantor, the
                  creditor is a US Guarantor, and the aggregate principal amount
                  of all such Indebtedness outstanding pursuant to this clause
                  does not at any time exceed US$30 million (or the Dollar
                  Equivalent); or

         (9)      the debtor is the Issuer or a Non-US Guarantor that directly
                  or indirectly owns all of the Equity Interests of the US
                  Parent and the creditor is a US Subsidiary; or

         (10)     such Indebtedness is incurred under a Permitted Intra-Group
                  Hedging Transaction; or

         (11)     the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor and such Indebtedness arises by virtue of a
                  counter-indemnity obligation owed to Marconi Bonding Limited
                  with respect to Marconi Bonding Limited's obligation under any
                  surety bond, appeal bond, bid bond, performance bond, letter
                  of credit, bank guarantee or other obligation of a like nature
                  issued for the account or benefit of such Non-US Subsidiary;
                  or

         (12)     the debtor is a US Subsidiary that is not a US Guarantor and
                  such Indebtedness arises by virtue of a counter-indemnity
                  obligation owed to a US Guarantor with respect to such US
                  Guarantor's obligation under any surety bond, appeal bond, bid
                  bond, performance bond, letter of credit, bank guarantee or
                  other obligation of a like nature issued for the account or
                  benefit of such US Subsidiary,

                                     - 31 -

<PAGE>

                  provided that if such US Guarantor is a US Core Business
                  Subsidiary, such US Subsidiary is engaged in the same US Core
                  Business as such US Guarantor; or

         (13)     the debtor is a US Subsidiary and the creditor is the Issuer
                  or any other Subsidiary of the Issuer pursuant to a loan the
                  proceeds of which are used solely to pay the costs of the
                  liquidation, administration, dissolution, closure, suspension
                  of business or winding up of such US Subsidiary or a
                  termination of a business or operation of such US Subsidiary;
                  or

         (14)     the debtor is a Subsidiary of the Issuer and such Indebtedness
                  arises by virtue of a counter-indemnity obligation owed to
                  Marconi Inc. with respect to a letter of credit, bank
                  guarantee or other obligation of a like nature issued for the
                  account or benefit of Marconi Inc. in connection with any
                  insurance arrangements of Marconi Inc. undertaken or arranged
                  for the benefit of such Subsidiary; or

         (15)     the debtor is the Issuer or a Subsidiary of the Issuer and
                  such Indebtedness arises by virtue of a counter-indemnity
                  obligation owed to the Issuer or another Subsidiary of the
                  Issuer with respect to any Indebtedness of the Issuer or such
                  other Subsidiary of the type described in clause (8) of the
                  definition of Permitted Debt in connection with any claim or
                  other obligation that is attributable to the debtor;

         provided, however, that (a) with respect to Indebtedness in clauses
         (1), (2), (3), (4), (9) and (10) above, if the Issuer or any Guarantor
         is the debtor in respect of such Indebtedness, such Indebtedness must
         be unsecured, and (b) with respect to Indebtedness in clauses (1), (2)
         and (9) above, both the creditor and the debtor in respect of such
         Indebtedness must be parties to the Security Trust and Intercreditor
         Deed.

                  For the purposes of this definition, (1) if the Issuer or any
         Subsidiary of the Issuer has shares of Preferred Stock or Disqualified
         Stock outstanding, the Issuer or such Subsidiary shall constitute the
         "debtor" with respect to such Preferred Stock or Disqualified Stock and
         (2) if the Issuer or any Subsidiary of the Issuer owns or holds any
         shares of Preferred Stock or Disqualified Stock described in clause
         (1), the Issuer or such Subsidiary shall constitute the "creditor" with
         respect to such Preferred Stock or Disqualified Stock.

         "PERMITTED INTRA-GROUP TRANSFER" means

         (1)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of inventory (including equipment that
                  constitutes inventory) between or among the Issuer and any
                  Non-US Subsidiaries in the ordinary course of business;

         (2)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of inventory (including equipment that
                  constitutes inventory) between or among US Subsidiaries (other
                  than US Core Business Subsidiaries engaged in different US
                  Core Businesses) in the ordinary course of business;

         (3)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among the Issuer and any Non-US Guarantors or
                  between or among any Non-US Guarantors, provided however,

                                     - 32 -

<PAGE>

                  that where the parties thereto are not in the Same
                  Jurisdiction, such transaction is made at Fair Market Value;

         (4)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among any Non-US Subsidiaries that are not
                  Guarantors;

         (5)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among Non-US Subsidiaries that are not Guarantors
                  and the Issuer or any Non-US Guarantors, provided however,
                  that such transaction is made at Fair Market Value;

         (6)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  from a US Guarantor that is not a US Core Business Subsidiary
                  to another US Guarantor that is not a US Core Business
                  Subsidiary, provided however, that where the parties thereto
                  are not in the Same Jurisdiction, such transaction is made at
                  Fair Market Value;

         (7)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among any US Subsidiaries that are not Guarantors;

         (8)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among US Subsidiaries that are not Guarantors and
                  any US Guarantors, provided however, that such transaction is
                  made at Fair Market Value;

         (9)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among US Core Business Subsidiaries engaged in the
                  same US Core Business;

         (10)     a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of assets of a US Core Business by a
                  transferor to a US Guarantor that is incorporated either (a)
                  under the laws of the United States, any state thereof or the
                  District of Columbia or (b) in the Same Jurisdiction as the
                  transferor, in each case solely in compliance with and to the
                  extent necessary to comply with Section 4.02 (Covenants
                  Regarding US Core Businesses);

         (11)     tax loss surrenders between or among the Issuer and its
                  Subsidiaries;

         (12)     a licence, sublicence or transfer of Intellectual Property
                  between or among the Issuer and any of its Subsidiaries or
                  between or among its Subsidiaries, provided that (a) such
                  licence, sublicence or transfer is expressly permitted under
                  or approved in accordance with the terms of the applicable
                  Intellectual Property Licence Agreements or (b) if such
                  Intellectual Property is not the subject of the Intellectual
                  Property Licence Agreements, the Issuer provides express prior
                  written consent to such transaction;

         (13)     a transfer of assets that constitutes a Permitted Investment
                  or Restricted Payment that is permitted by Section 4.04
                  (Restricted Payments); and

                                     - 33 -

<PAGE>

         (14)     a transfer by FS Holdings Corp of Equity Interests in Marconi
                  Communications Inc. to the US Parent.

         "PERMITTED INVESTMENTS" means:

         (1)      any Investment by the Issuer or a Non-US Subsidiary in the
                  Issuer or a Non-US Subsidiary (including, for these purposes,
                  a newly organized Person that will as a result of such
                  Investment become a Non-US Subsidiary);

         (2)      any Investment by a US Subsidiary in a US Subsidiary
                  (including, for these purposes, a newly organized Person that
                  will as a result of such Investment become a US Subsidiary);

         (3)      any Investment by FS Holdings Corp in Equity Interests in the
                  US Parent solely in exchange for Equity Interests in Marconi
                  Communications Inc;

         (4)      any Investment in cash or Cash Equivalents;

         (5)      any Investment made as a result of the receipt of non-cash or
                  deferred consideration from an Asset Sale that was made in
                  compliance with Section 4.03 (Asset Sales);

         (6)      Investments received upon the sale or disposition of assets
                  that were excluded from the definition of Asset Sale pursuant
                  to (a) clause (1) of the second paragraph of the definition
                  thereof (other than Investments in Equity Interests) or (b)
                  clause (8) of the second paragraph of the definition thereof;

         (7)      Investments solely in exchange for the issuance of Equity
                  Interests (other than Disqualified Stock) of the Issuer;

         (8)      Investments received by the Issuer or any Subsidiary of the
                  Issuer (a) as a result of the waiver, compromise, settlement,
                  release or surrender, in each case in the ordinary course of
                  business, of any right or claim of the Issuer or such
                  Subsidiary, including any debt owing to the Issuer or such
                  Subsidiary, or (b) in satisfaction of judgments or pursuant to
                  any plan of reorganization, compromise, scheme or similar
                  arrangement upon the bankruptcy or insolvency of a debtor;

         (9)      any refinancing, amendment, renewal, extension, modification
                  or replacement (including in connection with or as a result of
                  a bankruptcy, insolvency, workout, reorganization or
                  recapitalization) of any Investment existing on the Issue Date
                  or any Investment made subsequent to the Issue Date that was
                  permitted to be made under this Indenture, in each case so
                  long as no additional Investment is made;

         (10)     receivables (including extended payment terms) created or
                  acquired in the ordinary course of business by the Issuer or
                  any Subsidiary of the Issuer and payable or dischargeable in
                  accordance with its customary trade terms;

         (11)     negotiable instruments held for deposit or collection in the
                  ordinary course of business;

                                     - 34 -
<PAGE>

         (12)     Investments resulting from the acquisition of a Person that at
                  the time of such acquisition held instruments constituting
                  Investments that were not acquired in contemplation of, or in
                  connection with, the acquisition of such Person, provided that
                  the acquisition of such Person is permitted pursuant to
                  another clause of this definition of Permitted Investments;

         (13)     loans or advances by the Issuer or any Subsidiary of the
                  Issuer to their respective officers, directors or employees
                  for travel, transportation, entertainment, moving, relocation
                  and other business expenses that are made in the ordinary
                  course of business in an aggregate amount at any time
                  outstanding not to exceed L3 million (or the Sterling
                  Equivalent);

         (14)     Investments consisting of loans or advances by the Issuer or
                  any Non-US Subsidiary to customers for the purposes of
                  financing all or a portion of the purchase of goods or
                  services from the Issuer or any Non-US Subsidiary, provided
                  that such Investments do not involve the provision of cash by
                  the Issuer or any Non-US Subsidiary to the recipient of such
                  financing, and provided further that the aggregate amount of
                  all such outstanding Investments made after the Issue Date
                  does not at any time exceed L20 million (or the Sterling
                  Equivalent) (provided that Investments lasting for no more
                  than five (5) London Business Days in connection with
                  arrangements to transfer such loans or advances to third
                  parties will not be included in the calculation of such amount
                  until the expiration of such five (5) London Business Days);

         (15)     Investments consisting of loans or advances by any US
                  Subsidiary to customers for the purposes of financing all or a
                  portion of the purchase of goods or services from any US
                  Subsidiary, provided that such Investments do not involve the
                  provision of cash by any US Subsidiary to the recipient of
                  such financing, and provided further that the aggregate amount
                  of all such outstanding Investments made after the Issue Date
                  does not at any time exceed US$10 million (or the Dollar
                  Equivalent) (provided that Investments lasting for no more
                  than five (5) London Business Days in connection with
                  arrangements to transfer such loans or advances to third
                  parties will not be included in the calculation of such amount
                  until the expiration of such five (5) London Business Days);

         (16)     Investments made with respect to or in connection with the
                  incurrence of workers' compensation, unemployment or casualty
                  insurance, social security or welfare obligations and other
                  related types of statutory obligations (including, for the
                  avoidance of doubt, counter-indemnities from the Issuer or a
                  Subsidiary of the Issuer to the Issuer or another Subsidiary
                  of the Issuer in respect of any of the foregoing and
                  Guarantees provided by the Issuer or any Subsidiary with
                  respect to or in connection with any obligations of the
                  foregoing nature);

         (17)     Investments made pursuant to contractual commitments in effect
                  on the Scheme Launch Date;

                                     - 35 -
<PAGE>

         (18)     Investments made pursuant to contractual commitments in effect
                  on the Issue Date that are listed in Schedule 4 (Permitted
                  Investments - Contractual Commitments in effect on the Issue
                  Date) hereto;

         (19)     Permitted Hedging Transactions and Permitted Intra-Group
                  Hedging Transactions;

         (20)     Investments in the Issuer by any US Subsidiary resulting from
                  the repurchase of any outstanding Senior Notes or Junior Notes
                  by such US Subsidiary or the cancellation of such Senior Notes
                  or Junior Notes;

         (21)     Investments consisting of loans from a US Subsidiary to the
                  Issuer or a Non-US Guarantor that directly or indirectly owns
                  all of the Equity Interests of the US Parent that are
                  permitted by clause (9) of the definition of Permitted
                  Intra-Group Indebtedness;

         (22)     any Investment by the Issuer or a Non-US Subsidiary in a US
                  Subsidiary the proceeds of which are used solely to pay the
                  costs of the liquidation, administration, dissolution,
                  closure, suspension of business or winding-up of such US
                  Subsidiary or the termination of a business or operation of
                  such US Subsidiary;

         (23)     Investments consisting of Indebtedness that is permitted by
                  clause (14) of the definition of Permitted Intra-Group
                  Indebtedness;

         (24)     with respect to the Issuer and the Non-US Subsidiaries, other
                  Investments in any Person (including, for the avoidance of
                  doubt, any joint venture) having an aggregate Fair Market
                  Value (measured on the date each such Investment was made and
                  without giving effect to subsequent changes in value) that,
                  when taken together with all other Investments made pursuant
                  to this clause (24) that are at the time outstanding, do not
                  exceed (a) L30 million (or the Sterling Equivalent) or
                  (b) from and after the earlier of the second anniversary of
                  the Issue Date and the date on which all previously issued
                  Junior Notes have been repaid in full and there are no
                  outstanding Obligations under the Junior Notes or the Junior
                  Note Indenture, L75 million (or the Sterling Equivalent),
                  provided however, that solely with respect to clause (a), the
                  aggregate Fair Market Value of all Investments made in each
                  twelve-month period commencing on the Issue Date and the first
                  anniversary of the Issue Date shall not exceed L15
                  million (or the Sterling Equivalent), provided further, that
                  in the case of each of clauses (a) and (b), such amounts shall
                  be calculated after giving effect to any reductions in the
                  amount of any Investments as a result of the repayment or
                  other disposition of the Investments for cash or Cash
                  Equivalents, the amount of the reduction not to exceed the
                  amount of the Investments previously made pursuant to this
                  clause (24); and

         (25)     with respect to the US Subsidiaries, other Investments in any
                  Person (including, for the avoidance of doubt, any joint
                  venture) having an aggregate Fair Market Value (measured on
                  the date each such Investment was made and without giving
                  effect to subsequent changes in value), when taken together
                  with all

                                     - 36 -
<PAGE>

                  other Investments made pursuant to this clause (25) that are
                  at the time outstanding, do not exceed (a) US$10 million (or
                  the Dollar Equivalent) or (b) from and after the earlier of
                  the second anniversary of the Issue Date and the date on which
                  all previously issued Junior Notes have been repaid in full
                  and there are no outstanding Obligations under the Junior
                  Notes or the Junior Note Indenture, US$25 million (or the
                  Dollar Equivalent), provided however, that in the case of each
                  of clauses (a) and (b), such amounts shall be calculated after
                  giving effect to any reduction in the amount of any
                  Investments as a result of the repayment or other disposition
                  of the Investments for cash or Cash Equivalents, the amount of
                  the reduction not to exceed the amount of the Investments
                  previously made pursuant to this clause (25).

         "PERMITTED LIENS" means:

         In relation to the Issuer and its Subsidiaries:

         (1)      Liens on assets or property existing at the time of
                  acquisition of the assets or property by the Issuer or any
                  Subsidiary of the Issuer, Liens on assets or property of a
                  Person existing at the time such Person becomes a Subsidiary
                  of the Issuer and Liens on Capital Stock of an acquired Person
                  that becomes a Subsidiary of the Issuer as a result of such
                  acquisition; provided that such Liens were not created,
                  incurred or assumed in connection with, or in contemplation
                  of, such acquisition or such Person becoming a Subsidiary of
                  the Issuer and do not extend to or cover any other assets or
                  property of the Issuer or any of its Subsidiaries;

         (2)      Liens to secure Purchase Money Obligations or Capital Lease
                  Obligations, in each case that are permitted under the
                  definition of Permitted Debt;

         (3)      Liens arising pursuant to, or as a result of, any leases of
                  property or licensing or escrow arrangements that are excluded
                  from the definition of Asset Sale;

         (4)      any Lien the principal purpose and effect of which is to allow
                  the setting-off or netting of obligations with those of a
                  financial institution in the ordinary course of the cash
                  management arrangements of the Issuer or any Subsidiary of the
                  Issuer;

         (5)      Liens created pursuant to the Security Documents, the
                  Indentures, the Composite Guarantee, the Guarantee of the
                  Senior Notes, the Guarantee of the Junior Notes, the Escrow
                  Agreement and the Security Trust and Intercreditor Deed;

         (6)      Liens existing on the Scheme Launch Date;

         (7)      Liens existing on the Issue Date that are listed in Schedule 5
                  (Permitted Liens - Liens existing on the Issue Date) hereto;

         (8)      Liens (not securing Indebtedness) for Taxes, assessments or
                  governmental charges or claims that are not yet delinquent or
                  that are being contested in good faith by appropriate
                  proceedings promptly instituted and diligently concluded,

                                     - 37 -
<PAGE>

                  provided that any reserve or other appropriate provision as is
                  required in conformity with Floating UK GAAP has been made
                  therefor;

         (9)      Liens incurred or deposits made in connection with workers'
                  compensation, unemployment insurance, other types of social
                  security or welfare obligations and other types of related
                  statutory obligations;

         (10)     Liens arising in relation to Existing Performance Bonds as a
                  result of the provision of cash collateral for such Existing
                  Performance Bonds from the Existing Performance Bond Escrow
                  Account;

         (11)     Liens (not securing Indebtedness) in favor of customs or
                  revenue authorities to secure payment of customs duties in
                  connection with the importation of goods in the ordinary
                  course of business;

         (12)     easements, rights of way, zoning restrictions and other
                  similar charges or encumbrances in respect of real property
                  not interfering in any material respect with the ordinary
                  conduct of the business of the Issuer or any of its
                  Subsidiaries;

         (13)     carriers', warehousemen's, mechanics', landlords',
                  materialmen's, repairmen's or other like Liens arising in the
                  ordinary course of business in respect of obligations that are
                  not yet due or that are bonded or that are being contested in
                  good faith and by appropriate proceedings; provided that
                  adequate reserves with respect to such Lien are maintained on
                  the books of the Issuer or any Subsidiary of the Issuer for
                  whom the Lien relates, as the case may be, in accordance with
                  Floating UK GAAP;

         (14)     Liens arising by operation of law;

         (15)     rights of set-off under contracts entered into in the ordinary
                  course of business;

         (16)     any Lien the principal purpose and effect of which is to allow
                  the setting-off or netting of obligations with those of a
                  financial institution under or in connection with any
                  Permitted Hedging Transaction;

         (17)     any retention of title reserved by any seller of goods or any
                  Lien imposed, reserved or granted over goods supplied by such
                  seller in the ordinary course of business;

         (18)     Liens arising out of or in connection with pre-judgment legal
                  process or a judgment or a judicial award relating to security
                  for costs;

         (19)     any right of first refusal, right of first offer, option,
                  contract, or other agreement to sell or otherwise dispose of
                  an asset of the Issuer or any Subsidiary of the Issuer;

         (20)     Liens arising from Uniform Commercial Code financing statement
                  filings regarding operating leases entered into by the Issuer
                  or any Subsidiary of the Issuer in the ordinary course of
                  business, provided that such Liens do not extend to any
                  property or assets which are not the subject of such operating
                  leases;

                                     - 38 -
<PAGE>

         (21)     Liens resulting from escrow arrangements entered into in
                  connection with a disposition of property or assets;

         In relation to the Issuer and the Non-US Subsidiaries only:

         (22)     Liens arising from the provision of collateral by the Captive
                  Insurance Company that are required for the captive insurance
                  arrangements of the Issuer and its Subsidiaries, provided that
                  the Fair Market Value of such collateral does not exceed
                  L20 million (or the Sterling Equivalent) in the
                  aggregate at any time;

         (23)     Liens arising out of or in connection with Italian Invoice
                  Discounting;

         (24)     Liens on cash (including, for the avoidance of doubt, any
                  rights in respect of deposits with a bank or financial
                  institution) with respect to outstanding Indebtedness and
                  other obligations under the New Bonding Facility Agreement and
                  any Replacement New Bonding Facility Agreement (which Lien,
                  for the avoidance of doubt, may constitute a Lien ranking
                  prior to any Lien on cash collateral constituting Transaction
                  Security), provided that the aggregate at any time of all cash
                  collateral provided by the Issuer and its Subsidiaries to (a)
                  the New Bonding Facility Security Trustee (excluding all Cash
                  Collateral Releases transferred to the New Bonding Facility
                  Security Trustee and all amounts transferred from the Existing
                  Performance Bond Escrow Account to the New Bonding Facility
                  Security Trustee and other than as a result of the revaluation
                  of bonds issued under the New Bonding Facility Agreement
                  and/or any Replacement New Bonding Facility Agreement, as
                  applicable, in accordance with the terms of such agreement),
                  and (b) any agent, security trustee or lender under, or
                  otherwise in respect of, any Replacement New Bonding Facility
                  Agreement, does not exceed L25 million (or the Sterling
                  Equivalent);

         (25)     in the event all previously issued Junior Notes have been
                  repaid in full and there are no outstanding Obligations under
                  the Junior Notes or the Junior Note Indenture, Liens with
                  respect to surety bonds, appeal bonds, bid bonds, performance
                  bonds, letters of credit, bank guarantees or other obligations
                  of a like nature issued on behalf of the Issuer and/or any
                  Non-US Subsidiary (which Liens in relation to cash, for the
                  avoidance of doubt, may constitute a Lien ranking prior to any
                  Lien on cash collateral constituting Transaction Security),
                  provided that (a) the aggregate of all outstanding
                  Indebtedness and other obligations under all such instruments
                  or agreements secured by any Lien does not at any time
                  exceed L35 million (or the Sterling Equivalent), provided
                  that for purposes of determining compliance with such L35
                  million (or the Sterling Equivalent) aggregate amount, any
                  such Indebtedness or other obligation that is secured by a
                  Lien solely on cash (including, for the avoidance of doubt,
                  rights to any deposit at a bank or other financial
                  institution) shall be deemed to be in an amount equal to the
                  amount of such cash (and not the amount of such Indebtedness
                  or other obligation) and (b) each such Lien shall be incurred
                  by, and be solely in respect of the property or assets of, the
                  Issuer or such Non-US Subsidiary on whose behalf such surety
                  bond, appeal bond, bid bond,

                                     - 39 -
<PAGE>

                  performance bond, letter of credit, bank guarantee or other
                  obligation of a like nature is issued; and

         (26)     Liens with respect to outstanding Indebtedness or other
                  obligations of the Issuer or any Non-US Subsidiary (which
                  Liens in relation to cash, for the avoidance of doubt, may
                  constitute a Lien ranking prior to any Lien on cash collateral
                  constituting Transaction Security) that do not in the
                  aggregate for the Issuer and each Non-US Subsidiary at any
                  time exceed (a) in the event all previously issued Junior
                  Notes have been repaid in full and there are no outstanding
                  Obligations under the Junior Notes or the Junior Note
                  Indenture, L35 million (or the Sterling Equivalent), or
                  otherwise (b) L20 million (or the Sterling Equivalent),
                  provided that for purposes of determining compliance with
                  such L35 million (or the Sterling Equivalent) or L20
                  million (or the Sterling Equivalent) aggregate amount, any
                  such Indebtedness or other obligation that is secured by a
                  Lien solely on cash (including, for the avoidance of doubt,
                  rights to any deposit at a bank or other financial
                  institution) shall be deemed to be in an amount equal to the
                  amount of such cash (and not the amount of such Indebtedness
                  or other obligation);

         In relation to the US Subsidiaries only:

         (27)     Liens with respect to surety bonds, appeal bonds, bid bonds,
                  performance bonds, letters of credit, bank guarantees or other
                  obligations of a like nature issued on behalf of any US
                  Subsidiary (which Liens in relation to cash, for the avoidance
                  of doubt, may constitute a Lien ranking prior to any Lien on
                  cash collateral constituting Transaction Security), provided
                  that the aggregate of all outstanding Indebtedness and other
                  obligations under all such instruments or agreements secured
                  by any Lien does not at any time exceed US$15 million (or the
                  Dollar Equivalent), provided further that for purposes of
                  determining compliance with such US$15 million (or the Dollar
                  Equivalent) aggregate amount, any such Indebtedness or other
                  obligation that is secured by a Lien solely on cash
                  (including, for the avoidance of doubt, rights to any deposit
                  at a bank or other financial institution) shall be deemed to
                  be in an amount equal to the amount of such cash (and not the
                  amount of such Indebtedness or other obligation);

         (28)     Liens on the Pittsburgh Facility and related assets and rights
                  securing Indebtedness under the US Working Capital Facility,
                  provided that the aggregate principal amount of all such
                  outstanding Indebtedness does not at any time exceed US$22.5
                  million (or the Dollar Equivalent); and

         (29)     Liens with respect to outstanding Indebtedness or other
                  obligations of any US Subsidiary (which Liens in relation to
                  cash, for the avoidance of doubt, may constitute a Lien
                  ranking prior to any Lien on cash collateral constituting
                  Transaction Security) that do not in the aggregate for all US
                  Subsidiaries at any time exceed (a) in the event all
                  previously issued Junior Notes have been repaid in full and
                  there are no outstanding Obligations under the Junior Notes or
                  the Junior Note Indenture, US$15 million (or the Dollar
                  Equivalent), or otherwise

                                     - 40 -
<PAGE>

                  (b) US$5 million (or the Dollar Equivalent), provided that for
                  purposes of determining compliance with such US$15 million (or
                  the Dollar Equivalent) or US$5 million (or the Dollar
                  Equivalent) aggregate amount, any such Indebtedness or other
                  obligation that is secured by a Lien solely on cash
                  (including, for the avoidance of doubt, rights to any deposit
                  at a bank or other financial institution) shall be deemed to
                  be in an amount equal to the amount of such cash (and not the
                  amount of such Indebtedness or other obligation).

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Issuer or any Subsidiary of the Issuer issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund any Indebtedness that constitutes Permitted Debt pursuant to clauses (1),
(2), (6), (7), (8), (9) or (11) of the definition of Permitted Debt, other than
Indebtedness between or among the Issuer and its Subsidiaries, provided that:

         (1)      the principal amount (or accreted value, if applicable) of
                  such Permitted Refinancing Indebtedness does not exceed the
                  principal amount (or accreted value, if applicable) of the
                  Indebtedness extended, refinanced, renewed, replaced, defeased
                  or refunded (plus all accrued interest on such Indebtedness
                  and the amount of all expenses and premiums incurred in
                  connection therewith);

         (2)      such Permitted Refinancing Indebtedness has a final maturity
                  date later than the final maturity date of, and has a Weighted
                  Average Life to Maturity equal to or greater than the Weighted
                  Average Life to Maturity of, the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded;

         (3)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Senior Notes, such Permitted Refinancing
                  Indebtedness is subordinated in right of payment to the Senior
                  Notes and the Guarantee of the Senior Notes on terms at least
                  as favorable to the Holders of Senior Notes as those contained
                  in the documentation governing the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded;
                  and

         (4)      such Permitted Refinancing Indebtedness is incurred either by
                  (a) if the obligor on the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded is the
                  Issuer, the Issuer, (b) if the obligor on the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded is a Non-US Subsidiary, the Issuer or such Non-US
                  Subsidiary or (c) if the obligor on the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded
                  is a US Subsidiary, such US Subsidiary.

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "PITTSBURGH FACILITY" means the property located at 1000 Marconi Drive,
Warrendale, Pennsylvania, USA.

                                     - 41 -
<PAGE>

         "PLACE OF PAYMENT" when used with respect to the Senior Notes, means
the place or places where the principal of (and premium, if any), interest, or
Additional Amounts, if any, on the Senior Notes are payable, as specified in
Section 2.01 (Title and Terms).

         "PREDECESSOR SENIOR NOTE" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 2.07
(Mutilated, Destroyed, Lost and Stolen Senior Notes) in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Senior Note.

         "PREFERRED STOCK" means, with respect to any Person, any Equity
Interest of any class or classes (however designated) which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over the Equity Interest of any other class in such Person.

         "PROFIT AFTER TAXES" means, with respect to any specified Person for
any period, the profit (loss) after tax of such Person, determined in accordance
with Floating UK GAAP, consistently applied, and before any reduction in respect
of preferred stock dividends, excluding, however:

         (1)      any gain (but not loss), together with any related provision
                  for Taxes on such gain (but not loss), realized in connection
                  with (a) any Asset Sale or (b) the disposition of any
                  securities by such Person or any of its Subsidiaries or the
                  extinguishment of any Indebtedness of such Person or any of
                  its Subsidiaries; and

         (2)      any extraordinary or exceptional gain (but not loss), together
                  with any related provision for Taxes on such extraordinary or
                  exceptional gain (but not loss).

         "PURCHASE MONEY OBLIGATION" means any Indebtedness secured by a Lien on
assets or property used or useful in the Permitted Core Business and any
additions and accessions thereto, which are purchased by the Issuer or any
Subsidiary of the Issuer at any time after the Issue Date; provided that:

         (1)      the security agreement or conditional sales or other title
                  retention contract pursuant to which the Lien on such assets
                  is created (collectively a "PURCHASE MONEY SECURITY
                  AGREEMENT") shall be entered into within 360 days after the
                  purchase or substantial completion of the construction of such
                  assets and such Liens shall at all times be confined solely to
                  the assets so purchased or acquired, any additions and
                  accessions thereto and any proceeds therefrom;

         (2)      at no time shall the aggregate principal amount of the
                  outstanding Indebtedness secured thereby be increased, except
                  in connection with the purchase of additions and accessions to
                  the assets so purchased or acquired and except in respect of
                  fees and other obligations in respect of such Indebtedness;
                  and

         (3)      (a) the aggregate outstanding principal amount of Indebtedness
                  secured thereby (determined on a per asset basis in the case
                  of any additions and accessions) shall not at the time such
                  Purchase Money Security Agreement is entered into

                                     - 42 -
<PAGE>

                  exceed 100% of the purchase price to the Issuer or such
                  Subsidiary of the assets subject thereto or (b) the
                  Indebtedness secured thereby shall be with recourse solely to
                  the assets so purchased or acquired, any additions and
                  accessions thereto and any proceeds therefrom.

         "REDEMPTION CERTIFICATE" means a certificate in substantially the form
set out in Schedule 4 to the Escrow Agreement.

         "REFERENCE TREASURY DEALER" means a primary US Government securities
dealer in New York City selected by the Trustee.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any Repayment Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue for
such Repayment Date (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer as at
5:00 p.m. (New York Time) on the third New York Business Day preceding such
Repayment Date.

         "REGISTRAR" means any Person appointed by the Issuer to maintain an
office or agency where Definitive Registered Senior Notes may be presented for
transfer, exchange or payment under this Indenture, which initially shall be The
Bank of New York.

         "REGULAR RECORD DATE" means, with respect to Definitive Registered
Senior Notes, the January 1, April 1, July 1 or October 1 immediately preceding
the relevant Senior Note Interest Payment Date.

         "RELEVANT CURRENCY" means United States dollars, provided that in the
event the Issuer elects to pay a redemption amount in British pounds sterling as
set forth in Section 3.10 (Optional Payment of Redemption Amounts in British
Pounds Sterling), the Relevant Currency of such redemption amount shall be
British pounds sterling.

         "RELEVANT DOCUMENTS" means the Security Trust and Intercreditor Deed,
any Agent/Trustee/New Bonding Facility Bank Accession Letter (as such term is
defined in the Security Trust and Intercreditor Deed), any Guarantor Accession
Letter (as such term is defined in the Security Trust and Intercreditor Deed),
the Indentures, the Escrow Agreement, the Senior Notes, the Junior Notes, the
New Bonding Facility Agreement, the Security Documents (including, for the
avoidance of doubt, the Guarantee of the Senior Notes, the Guarantee of the
Junior Notes and the Composite Guarantee), the Fee Letter and any Additional
Remuneration Fee Letter (as such terms are defined in the Security Trust and
Intercreditor Deed) and any notices issued and any other documents or agreements
entered into in connection with or relating to such documents.

         "RELEVANT PERIOD" means each of the following periods: (1) the six
months ending September 30, 2005; and (2) the twelve months ending on each of
March 31, 2006, September 30, 2006, March 31, 2007, September 30, 2007 and March
31, 2008.

         "REPAYMENT DATE" means each date upon which the Issuer redeems all or
part of the Outstanding Senior Notes.

                                     - 43 -
<PAGE>

         "REPLACEMENT NEW BONDING FACILITY AGREEMENTS" means any facility
agreement or agreements entered into on or after the Issue Date between or among
the Issuer and/or any Non-US Subsidiary with any bank, insurance company or
other financial institution providing for the issuance of surety bonds, appeal
bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature on behalf of the Issuer and/or any Non-US
Subsidiary, as such agreement or agreements may be amended, extended,
supplemented or otherwise modified from time to time (including, without
limitation, any successive amendments, extensions, supplements or other
modifications of the foregoing); provided that (1) the term of each such
facility shall not extend beyond the date that is 30 months after the Issue Date
(but, for the avoidance of doubt, Indebtedness and other obligations incurred or
arising under any such facility on or prior to the date that is 30 months after
the Issue Date may extend beyond such date in accordance with the provisions of
any such facility) and (2) no such facility agreement shall require the Issuer
and/or any Non-US Subsidiary to cash-collateralize any instrument issued
thereunder, or otherwise require the Issuer and/or any Non-US Subsidiary to
grant any Lien to secure any instrument issued thereunder on any property or
asset having a value, in excess of 50% of the aggregate face or principal amount
of any such instrument.

         "REQUIRED HOLDERS" means at any time, the Holder or Holders of at least
the specified percentage of the aggregate principal amount of the Senior Notes
at the time Outstanding.

         "RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT" means the research
and development cost sharing agreement entered into on or prior to the Issue
Date by Marconi Communications GmbH, Marconi Communications Inc, Marconi
Communications Limited and Marconi Communications S.p.A.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer of the Trustee assigned to or working in the Corporate Trust Department
of the Trustee or, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "RESTRUCTURING" means the Scheme of Arrangement under Section 425 of
the Companies Act 1985 between Marconi Corporation plc and its Scheme Creditors
(as defined therein) in the High Court of Justice of England and Wales.

         "RINGFENCED IPR CO" means Marconi Intellectual Property (Ringfence)
Inc., a Wholly-Owned Subsidiary of Marconi Communications Inc. that is
incorporated under the laws of the State of Delaware, United States of America,
to which all legal and beneficial ownership of Patents relating to the North
American Access Business, the BBRS Business and the Outside Plant and Power
Business owned by any US IP Opco are transferred on or prior to the Issue Date.

         "SALE AND LEASEBACK TRANSACTION" means an arrangement relating to
assets or property now owned or hereafter acquired whereby the Issuer or any
Subsidiary of the Issuer transfers such assets or property to a Person and the
Issuer or any Subsidiary of the Issuer leases such assets or property from such
Person, if the amount of the liability in respect of such lease would at that
time be required to be capitalized on a balance sheet in accordance with
Floating UK GAAP.

                                     - 44 -
<PAGE>

         "SAME JURISDICTION" means (1) with respect to any Person organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, any of such jurisdictions and (2) with respect to any
Person organized and existing under the laws of any other jurisdiction, such
other jurisdiction.

         "SCHEME CREDITORS" means the creditors of the Issuer and Marconi plc in
respect of the Restructuring.

         "SCHEME DOCUMENT" means the document entitled "Proposals in relation to
Schemes of Arrangement", dated 31 March 2003 and posted to Scheme Creditors
pursuant to the Restructuring.

         "SCHEME LAUNCH DATE" means March 31, 2003.

         "SEC" means the US Securities and Exchange Commission, as from time to
time constituted, created under the US Exchange Act, or, if at any time after
the execution of this instrument such SEC is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "SECURED CREDITORS" means the Security Trustee, any Receiver or
Delegate (each as defined in the Security Trust and Intercreditor Deed), the
Depositary, the Paying Agent, the Registrar, the Trustee (for itself and as
trustee for the holders of the Senior Notes), the Junior Note Trustee (for
itself and as trustee for the holders of the Junior Notes), the New Bonding
Facility Security Trustee, the Escrow Bank and each of the New Bonding Facility
Banks and their respective successors and assigns.

         "SECURED OBLIGATIONS" means all present and future indebtedness,
liabilities and obligations (for the avoidance of doubt, including any
liabilities and obligations which have been cash-collateralized by the Obligors)
at any time of any Obligor under the Relevant Documents, both actual and
contingent and whether incurred solely or jointly or in any other capacity
together with any of the following matters relating to or arising in respect of
those liabilities and obligations:

         (1)      any refinancing, novation, deferral or extension;

         (2)      any obligation relating to any increase in the amount of such
                  obligations;

         (3)      any claim for damages or restitution; and

         (4)      any claim as a result of any recovery by an Obligor of a
                  payment or discharge, or non-allowability, on the grounds of
                  preference,

and any amounts that would be included in any of the above but for any
discharge, non-provability or unenforceability of those amounts in any
insolvency or other proceedings (including interest accruing after the
commencement of any insolvency or other proceedings).

         "SECURITY DOCUMENTS" means (1) the Initial Security Documents securing
the Secured Obligations, (2) any other pledge agreements, security agreements,
mortgages, deeds of trust and other agreements, instruments and documents
entered into from time to time by the Issuer or any Subsidiary of the Issuer
creating or granting any Guarantee, indemnity or Lien in favor of any of the
Secured Creditors or the Security Trustee, as trustee for the Secured Creditors,
as

                                     - 45 -
<PAGE>

security for any of the Secured Obligations and (3) any other agreements,
instruments and documents executed and delivered pursuant to any of the
foregoing, in the case of each of clauses (1) through (3), as amended, modified,
restated or supplemented from time to time.

         "SECURITY TRUST AND INTERCREDITOR DEED" means the security trust and
intercreditor deed dated the Issue Date between the Issuer, the Security
Trustee, the Guarantors, the Trustee, the Junior Note Trustee, the New Bonding
Facility Security Trustee, the New Bonding Facility Banks, the Depositary, the
Paying Agent, the Registrar, the Intra-Group Creditors (as defined therein) and
the Intra-Group Borrowers (as defined therein) as amended, modified, restated or
supplemented from time to time.

         "SECURITY TRUSTEE" means The Law Debenture Trust Corporation p.l.c., as
security trustee under the Security Trust and Intercreditor Deed, and its
successors and assigns thereunder.

         "SENIOR NOTE INTEREST ACCRUAL PERIOD" means, in respect of each Senior
Note Interest Period, (1) if no Repayment Date has occurred during a Senior Note
Interest Period, such Senior Note Interest Period or (2) if one or more
Repayment Dates have occurred during such Senior Note Interest Period, each
successive period beginning on (and including) the first day of such Senior Note
Interest Period and ending on (but excluding) the next Repayment Date and
thereafter each period beginning on (and including) such Repayment Date and
ending on (but excluding) the next Repayment Date, or if none the next Senior
Note Interest Payment Date.

         "SENIOR NOTE INTEREST PAYMENT DATE" means each January 15, April 15,
July 15 and October 15, commencing July 15, 2003.

         "SENIOR NOTE INTEREST PERIOD" means each period beginning on (and
including) the Issue Date or any Senior Note Interest Payment Date and ending on
(but excluding) the next Senior Note Interest Payment Date.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Issuer if any of
the (a) unconsolidated Total Assets, (b) unconsolidated External Assets, (c)
unconsolidated External Sales, or (d) commencing on March 31, 2005,
unconsolidated EBITDA of such Subsidiary is greater than 5% of the (w) aggregate
of the unconsolidated Total Assets of the Issuer and each of its Subsidiaries,
or the (x) consolidated External Assets, (y) consolidated External Sales or (z)
Consolidated EBITDA, respectively, of the Issuer and its Subsidiaries, taken as
a whole (calculated in the manner specified in sub-clauses (2) through (6) of
clause (c) of Section 4.14 (Guarantor Coverage Requirements)). Solely for the
purposes of determining whether an Event of Default has occurred, or an
Insolvency Event has occurred under the Security Trust and Intercreditor Deed
(in each case other than with respect to the approval by stockholders of a
Subsidiary of the Issuer (other than a Guarantor or a Subsidiary of the Issuer
that is a Significant Subsidiary in its own right) of any plan or proposed plan
for the solvent liquidation or dissolution of such Subsidiary), "Significant
Subsidiary" shall include any Subsidiaries of the Issuer that would, in the
aggregate, collectively constitute a Significant Subsidiary.

         "SINGAPORE ESOP ESCROW AGREEMENT" means the escrow agreement dated
November 12, 2002 between the Issuer, Marconi plc, Metapath Software
International Limited, HSBC Bank plc, Barclays Bank PLC, Bedell Cristin Trustees
Limited and Allen & Overy.

                                     - 46 -
<PAGE>

         "STANDSTILL EVENT" means the occurrence of a Default under the Senior
Notes except as provided in clause (d) of Section 6.02 (Payment Blockage
Provisions).

         "STANDSTILL NOTICE" means a notice delivered by the Trustee pursuant to
clause (b) of Section 6.02 (Payment Blockage Provisions) hereof, to the Security
Trustee (with a copy to the Issuer, the Junior Note Trustee and the New Bonding
Facility Security Trustee) notifying the Security Trustee of a Standstill Event.

         "STANDSTILL PERIOD" means the period from the date of the issuance of a
Standstill Notice by the Trustee and ending on the earlier of:

         (1)      the expiration of a period of 179 days after the date of the
                  issuance of such Standstill Notice by the Trustee;

         (2)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Default under the Senior Notes in
                  respect of which that Standstill Notice was issued is no
                  longer continuing;

         (3)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Standstill Notice has been
                  cancelled by the Trustee acting on the instructions of the
                  Required Holders of at least a majority of the aggregate
                  principal amount of the then Outstanding Senior Notes; and

         (4)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Secured Obligations under the
                  Senior Notes and this Indenture have been discharged in full
                  and there are no further liabilities under the Senior Notes or
                  this Indenture.

         "STATED MATURITY" means, with respect to the Senior Notes, the date on
which the payment of principal is scheduled to be paid.

         "STERLING EQUIVALENT" means, with respect to any monetary amount in a
currency other than British pounds sterling, at any time of determination
thereof, the amount of British pounds sterling obtained by translating the
amount of such foreign currency into British pounds sterling at the spot rate
for the purchase of British pounds sterling with the applicable foreign currency
as published in the Financial Times on the date that is two (2) London Business
Days prior to such determination.

         Except as set forth in Section 4.07 (Limitation on Indebtedness and
Preferred Stock), whenever it is necessary to determine (1) compliance with any
covenant that contains an amount expressed in British pounds sterling in this
Indenture or (2) whether a Default has occurred, and in either case an amount is
expressed in a currency other than British pounds sterling, such amount will be
treated as the Sterling Equivalent determined as of the date such amount is
initially determined in such currency.

         "SUBORDINATED INDEBTEDNESS" means (1) with respect to the Issuer, any
Indebtedness that is expressly subordinated to the Senior Notes or the Junior
Notes and (2) with respect to any Guarantor, any Indebtedness of such Guarantor
that is expressly subordinated to such

                                     - 47 -
<PAGE>

Guarantor's Guarantee of the Senior Notes or Guarantee of the Junior Notes. For
the avoidance of doubt, the Junior Notes and any Guarantee of the Junior Notes
shall not constitute Subordinated Indebtedness.

         "SUBSIDIARY" means, with respect to any specified Person:

         (1)      any corporation, association or other business entity of which
                  more than 50% of the total voting power of its Capital Stock
                  entitled (without regard to the occurrence of any contingency)
                  to vote in the election of directors, managers or trustees of
                  the corporation, association or other business entity is at
                  the time owned or controlled, directly or indirectly, by that
                  Person or one or more of the other Subsidiaries of that Person
                  (or a combination thereof); and

         (2)      any partnership (a) the sole general partner or the managing
                  general partner of which is such Person or a Subsidiary of
                  such Person, or (b) the only general partners of which are
                  that Person or one or more Subsidiaries of that Person (or any
                  combination thereof).

         Unless otherwise specified herein, or the context otherwise requires, a
reference to a "Subsidiary" herein or in the Senior Notes is to a Subsidiary of
the Issuer.

         "TAX" and "TAXES" means any tax, duty, levy, impost, assessment or
other governmental charge of whatever nature (including penalties, interest and
other liabilities related thereto).

         "TAXING AUTHORITY" means any government or political sub-division or
territory or possession of any government or any authority or agency therein or
thereof having power to impose a Tax.

         "TOTAL ASSETS" means, with respect to any specified Person at any date,
the total gross assets of such Person on such date in accordance with Floating
UK GAAP.

         "TRANSACTION SECURITY" means all assets, properties and rights of the
Issuer and its Subsidiaries that are subject to Liens pursuant to the terms and
provisions of the Security Documents in order to secure the Secured Obligations.

         "TRUST INDENTURE ACT" means the United States Trust Indenture Act of
1939, as amended and as in force at the date as of which this instrument was
executed; provided however, that in the event the US Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the US Trust Indenture Act of 1939 as so amended.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean the Person who is then the Trustee hereunder, and if at any
time there is more than one such Person, "Trustee" shall mean and include each
such Person.

         "TRUSTEE ACTS" means the Trustee Act 1925 and the Trustee Act 2000 of
England and Wales.

                                     - 48 -
<PAGE>

         "UK IP OPCOS" means all Non-US Subsidiaries organized or incorporated
in the United Kingdom having legal and beneficial ownership of Patents.

         "UK IPR CO" means Marconi UK Intellectual Property Limited, a
Wholly-Owned Subsidiary of Marconi Communications Limited that is incorporated
under the laws of England and Wales, that is a Non-US Subsidiary and to which
all legal and beneficial ownership of Patents owned by UK IP Opcos are
transferred on or prior to the Issue Date.

         "UNITED STATES DOLLAR", "US$" or "$" or any similar reference means the
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.

         "US CORE BUSINESS SALE" means any direct or indirect sale, assignment,
conveyance, lease or other disposition of all or substantially all of the Equity
Interests, properties or assets of one or more of the US Core Businesses or one
or more of the US Core Business Subsidiaries, or any consolidation, merger,
sale, assignment, transfer, lease or other disposition of or involving one or
more of the US Core Businesses or one or more of the US Core Business
Subsidiaries or any of their respective Equity Interests, properties or assets.

         "US CORE BUSINESS SUBSIDIARY" means a US Subsidiary that is a direct or
indirect Wholly-Owned Subsidiary of the Issuer and designated as a holder of a
US Core Business by the Issuer by notice to the Trustee.

         "US CORE BUSINESSES" means the assets and liabilities of each of:

         (1)      the Outside Plant and Power Business;

         (2)      the North American Access Business; and

         (3)      the BBRS Business.

         "US EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         "US GAAP" means generally accepted accounting principles in the United
States, consistently applied, and as in effect from time to time.

         "US GUARANTOR" means each of:

         (1)      Marconi Communications, Inc.
                  Marconi Networks Worldwide, Inc.
                  Marconi Communications Technology, Inc.
                  Marconi Communications Federal, Inc.
                  Marconi Acquisition Corp.
                  Marconi Intellectual Property (Ringfence) Inc.
                  Marconi Communications Limited, a private limited company
                  incorporated under the laws of the Republic of Ireland
                  Marconi Communications Optical Networks Limited
                  Marconi Communications, S.A. de C.V.
                  Marconi Communications de Mexico, S.A. de C.V.
                  Marconi Communications Exportel, S.A. de C.V.

                                     - 49 -
<PAGE>

                  Administrativa Marconi Communications, S.A. de C.V.
                  Marconi Communications B.V.; and
                  Marconi Communications GmbH, a private company incorporated
                  under the laws of Switzerland;

         (2)      any other US Subsidiary that executes a Guarantee of the
                  Senior Notes pursuant to this Indenture; and

         (3)      each of their respective successors and assigns.

         "US IP OPCOS" means all Subsidiaries of the Issuer organized or
incorporated under the laws of the United States, any state thereof or the
District of Columbia having legal and beneficial ownership of Patents.

         "US IPR CO" means Marconi Intellectual Property (US) Inc., a
Wholly-Owned Subsidiary of Marconi Inc. that is incorporated under the laws of
the State of Delaware, United States of America, that is a Non-US Subsidiary and
to which all legal and beneficial ownership of Patents (other than any Patents
transferred to Ringfenced IPR Co) owned by any US IP Opco are transferred on or
prior to the Issue Date.

         "US PARENT" means either (1) Marconi Communications Inc. or (2) a
Wholly-Owned Subsidiary of the Issuer which: (a) is incorporated after the Issue
Date; (b) becomes a US Guarantor; and (c) acquires the Equity Interests in
Marconi Communications Inc.

         "US SUBSIDIARY" means each of the US Parent and each of its
Subsidiaries, provided that they constitute a Subsidiary of the Issuer.

         "US WORKING CAPITAL FACILITY" means the US$22.5 million working capital
facility entered into on March 26, 2003, among Marconi Communications, Inc. and
Liberty Funding, LLC providing for revolving credit or working capital loans, as
such agreement, in whole or in part, may be amended, renewed, extended,
substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time (including, without limitation, any successive
amendments, renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing in whole or in
part whether by the same or a different borrower or borrowers and/or lender or
group of lenders), which facility or facilities either is secured solely by a
Lien on the Pittsburgh Facility and related assets and rights or is unsecured.

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

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

         (1)      the sum of the products obtained by multiplying (a) the amount
                  of each then remaining installment, sinking fund, serial
                  maturity or other required payments of principal, including
                  payment at final maturity, in respect of the Indebtedness, by
                  (b) the number of years (calculated to the nearest
                  one-twelfth) that will elapse between such date and the making
                  of such payment; by

                                     - 50 -
<PAGE>

         (2)      the then outstanding principal amount of such Indebtedness.

         "WHOLLY-OWNED SUBSIDIARY" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) are at the time owned by such
Person or by one or more Wholly-Owned Subsidiaries of such Person.

                                     - 51 -
<PAGE>

SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
Term                                                                               Defined in Section
<S>                                                                                <C>
"Affiliate Transaction".......................................................              4.11
"Deferred Interest"...........................................................              2.09
"Dispute".....................................................................             13.09
"Executive Officers"..........................................................              4.20
"Guarantor Certification Date"................................................              4.14
"Guarantor Test Dates"........................................................              4.14
"Initial Guarantors"..........................................................            Recitals
"Interim Test Date"...........................................................              4.14
"LSE".........................................................................              4.25
"MD&A"........................................................................              4.20
"New Security"................................................................              4.15
"Non-US Restricted Payments"..................................................              4.04
"Note Trustee Fee Letter".....................................................              7.07
"Parallel Obligations"........................................................             13.20
"Pay the Junior Notes"........................................................              6.02
"Payment Default".............................................................              6.01
"PBGC Agreement"..............................................................              1.01
"Principal Obligations".......................................................             13.20
"Proceedings".................................................................             13.11
"Register"....................................................................              2.06
"Relevant Taxing Jurisdiction"................................................              4.37
"Restricted Payments".........................................................              4.04
"retiring Trustee"............................................................              7.10
"Semi-Annual Test Date".......................................................              4.14
"Special Record Date".........................................................              2.09
"Taxing Jurisdiction".........................................................              3.09
"US Restricted Payments"......................................................              4.04
</TABLE>

                                     - 52 -
<PAGE>

SECTION 1.03.  Incorporation by Reference of Trust Indenture Act.

         The following Trust Indenture Act terms have the following meanings:

         (1)      "Commission" means the SEC;

         (2)      "indenture securities" means the Senior Notes and the
                  Guarantee of the Senior Notes;

         (3)      "indenture security holder" means a Holder;

         (4)      "indenture to be qualified" means this Indenture;

         (5)      "indenture trustee" or "institutional Trustee" means the
                  Trustee; and

         (6)      "obligor" on the indenture securities means the Issuer, the
                  Guarantors and any other obligor on the indenture securities.

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

SECTION 1.04.  Rules of Construction.

         Unless the context otherwise requires:

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

         (2)      all references herein to Articles, Sections, Exhibits or
                  Schedules refer to Articles or Sections of, or Exhibits or
                  Schedules to, this Indenture, unless otherwise indicated;

         (3)      an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with Floating UK GAAP,
                  consistently applied;

         (4)      "or" is not exclusive;

         (5)      "including" means including without limitation;

         (6)      words in the singular include the plural and words in the
                  plural include the singular;

         (7)      unsecured Indebtedness shall not be deemed to be subordinate
                  or junior to secured Indebtedness merely by virtue of its
                  nature as unsecured Indebtedness; and

         (8)      the principal amount of any Preferred Stock shall be (a) the
                  maximum liquidation value of such Preferred Stock or (b) the
                  maximum mandatory redemption or mandatory repurchase price
                  with respect to such Preferred Stock, whichever is greater.

                                     - 53 -
<PAGE>

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01.  Title and Terms.

         The aggregate principal amount of Senior Notes that may be
authenticated and delivered under this Indenture is limited to U.S.$717,139,584
(seven hundred seventeen million, one hundred thirty-nine thousand, five hundred
eighty-four United States dollars) except for Senior Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Senior Notes pursuant to Section 2.06 (Registration, Registration of
Transfer and Exchange), 2.07 (Mutilated, Destroyed, Lost and Stolen Senior
Notes) or 3.03 (Selection of Senior Notes to Be Redeemed).

         The Senior Notes shall be known and designated as the "Guaranteed
Senior Secured Notes due 2008" of the Issuer. Their Stated Maturity shall be
April 30, 2008, and they shall bear interest on their outstanding principal
amount at the rate of 8% per annum, from the Issue Date (or if interest has
already been paid or duly provided for on the Senior Notes, from the most recent
Senior Note Interest Payment Date to which interest has been paid or duly
provided for), payable quarterly in arrears, on each Senior Note Interest
Payment Date in accordance with Section 2.09 (Payment; Interest Rights
Preserved) until the principal thereof is paid or made available for payment.

         The Senior Notes will be redeemed in cash at their outstanding
principal amount together with any other amounts due thereunder on their Stated
Maturity, if not earlier redeemed pursuant to the provisions of this Indenture.
All payments of principal, premium, if any, interest, Additional Amounts, if
any, and any other amounts due on the Senior Notes shall be made in the Relevant
Currency.

         Any amount of principal, premium, if any, interest and Additional
Amounts, if any, on any Senior Note that is not paid when due shall, to the
fullest extent lawful, accrue interest at a rate per annum equal to the Default
Rate. Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

         In the event that any date for the payment of principal, premium, if
any, interest or Additional Amounts, if any, on the Senior Notes is not a
Business Day, such payment may be made on the next succeeding day that is a
Business Day, and, other than with respect to any payment of principal or
premium, if any (in which case interest shall accrue), no interest shall accrue
or be payable on any such payment as a result of any such delay.

         If any Senior Note Interest Period comprises two or more Senior Note
Interest Accrual Periods, the amount of interest payable in respect of such
Senior Note Interest Period will be the sum of the amounts of interest payable
in respect of each of those Senior Note Interest Accrual Periods.

         On the first Senior Note Interest Payment Date, the Issuer shall pay,
in addition to accrued interest on the outstanding principal amount of the
Senior Notes, an amount per Senior Note in the Relevant Currency equal to the
amount of interest that would have accrued on such Senior Note if such Senior
Note had been Outstanding for the period from and including May 1,

                                     - 54 -
<PAGE>

2003 to but excluding the Issue Date, calculated using an interest rate of 8%
per annum and computed on the basis of a 360-day year of twelve 30-day months.

         The principal of, premium, if any, and interest and Additional Amounts,
if any, on the Senior Notes will be payable, and the Senior Notes may be
exchanged or transferred, at the office or agency of the Paying Agent in London,
and the Definitive Registered Senior Notes may be exchanged or transferred at
the office or agency of the Registrar in New York.

         The Senior Notes shall be redeemable as provided in Article 3
(Redemption) and Section 5.01 (Merger, Consolidation or Sale of Assets) hereof,
shall be Guaranteed as provided in Article 11 (Guarantee of the Senior Notes)
hereof and secured as provided in Article 12 (Transaction Security) hereof.

SECTION 2.02.  Denominations.

         The Senior Notes shall be issued in denominations of US$1.00 and
integral multiples thereof.

SECTION 2.03. Forms Generally.

         The Global Senior Notes shall be issuable only in bearer form without
coupons. The Global Senior Notes shall be substantially in the form of Exhibit A
(Form of Global Senior Note) (as modified by any appropriate deletions or
additions), which is hereby incorporated in and expressly made a part of this
Indenture. No service charge shall be made for any transfer or exchange of any
of the Global Senior Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         The Definitive Registered Senior Notes (if any) shall be substantially
in the form of Exhibit B (Form of Definitive Registered Senior Note) (as
modified by any appropriate deletions or additions), which is hereby
incorporated in and expressly made a part of this Indenture. The Global Senior
Notes and the Definitive Registered Senior Notes may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with any applicable law or rule or regulation made
pursuant thereto or with the rules of any securities exchange or as may,
consistently herewith, be determined by the Officers executing such Senior
Notes, all as evidenced by any such execution.

         The Definitive Registered Senior Notes (if any) shall be printed,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Senior Notes may be listed, all as determined by the
Officers executing such Senior Notes, as evidenced by any such execution.

SECTION 2.04.  Form of the Guarantee of the Senior Notes.

         The Guarantee of the Senior Notes of each Guarantor shall be
substantially in the form of Exhibit C (Form of Guarantee of the Senior Notes),
which is hereby incorporated in and expressly made a part of this Indenture.

                                     - 55 -
<PAGE>

SECTION 2.05.  Execution, Authentication, Delivery and Dating.

         The Senior Notes shall be executed on behalf of the Issuer by one of
its Officers. The signature of any of these Officers on the Senior Notes may be
manual or by facsimile.

         Senior Notes bearing the manual or facsimile signatures of individuals
who were at any time the proper Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Senior Notes, provided
the relevant individual was the holder of such office at the time of such
execution.

         At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Senior Notes executed by the Issuer to
the Paying Agent for authentication, together with an Issuer Order for the
authentication and delivery of such Senior Notes, and the Paying Agent in
accordance with the Issuer Order shall authenticate and deliver such Senior
Notes as provided in this Indenture.

         The Issuer Order shall specify the amount of Senior Notes to be
authenticated, the date on which the Senior Notes are to be authenticated,
whether the Senior Notes are to be Definitive Registered Senior Notes or Global
Senior Notes and whether or not the Senior Notes shall bear any legend, or such
other information as the Paying Agent may reasonably request.

         In authenticating such Senior Notes and accepting the additional
responsibilities under this Indenture in relation to such Senior Notes the
Paying Agent shall be provided with, and shall be fully protected in relying
upon (unless revoked by superseding comparable documents or opinions), an
Opinion of Counsel stating (i) that all conditions precedent herein provided for
relating to the issuance, authentication and delivery of Senior Notes have been
satisfied and (ii) that the form and terms thereof have been established in
conformity with the provisions of this Indenture.

         The Paying Agent shall not be required to authenticate such Senior
Notes if the issue of such Senior Notes pursuant to this Indenture will affect
the Paying Agent's own rights, duties or immunities under the Senior Notes and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Paying Agent.

         Each Senior Note shall be dated the date of its authentication.

         No Senior Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless such Senior Note is authenticated
by or on behalf of the Paying Agent by manual signature of an authorized
officer, and such authentication upon any Senior Note shall be conclusive
evidence, and the only evidence, that such Senior Note has been duly
authenticated and delivered hereunder and that such Senior Note is entitled to
the benefits of this Indenture.

SECTION 2.06.  Registration, Registration of Transfer and Exchange.

         (1)      Global Senior Notes; Exchange of Global Senior Notes for
                  Definitive Registered Senior Notes. Any Global Senior Notes
                  shall be exchangeable for Definitive Registered Senior Notes
                  only as provided in this paragraph. A Global Senior Note shall
                  be exchangeable pursuant to this Section 2.06 only if (a) DTC,
                  Euroclear or Clearstream, Luxembourg

                                     - 56 -
<PAGE>

                  notifies the Depositary that it is unwilling or unable to
                  continue to hold the CDI or CDIs issued by the Depositary with
                  respect to the Global Senior Notes, or if at any time DTC is
                  unable to or ceases to be a clearing agency registered under
                  the US Exchange Act and in either case a successor to DTC,
                  Euroclear and/or Clearstream, Luxembourg as applicable, is not
                  appointed by the Depositary at the written request of the
                  Issuer within 120 days, (b) the Depositary notifies the Issuer
                  and the Trustee in writing that it is unwilling or unable to
                  continue to act as Depositary and a successor Depositary is
                  not appointed by the Issuer within 120 days of such
                  notification, (c) so requested by DTC, Euroclear, Clearstream,
                  Luxembourg, the Issuer or the Trustee, in the event of a
                  winding up of the Issuer or an Event of Default has occurred
                  and is continuing, or (d) Euroclear or Clearstream,
                  Luxembourg, is closed for business for a continuous period of
                  14 days (other than by reason of legal holidays) or announces
                  an intention permanently to cease business. Any Global Senior
                  Note that is exchangeable pursuant to the preceding sentence
                  shall be exchangeable for Definitive Registered Senior Notes
                  bearing interest at the same rate, having the same date of
                  issuance, the same date or dates from which such interest
                  shall accrue, the same Senior Note Interest Payment Dates on
                  which such interest shall be payable, the same Stated
                  Maturity, redemption provisions and other terms aggregating a
                  like amount as the Global Senior Note so exchangeable.
                  Definitive Registered Senior Notes shall be registered in the
                  names of the owners of the beneficial interests in the Global
                  Senior Notes as such names are from time to time provided, in
                  the case of Global Senior Notes with respect to which a CDI is
                  held by DTC, Euroclear and/or Clearstream, Luxembourg, by the
                  relevant Participants holding interests in such Global Senior
                  Notes (as the names of such Participants are provided to the
                  Depositary from time to time by DTC, Euroclear and/or
                  Clearstream, Luxembourg and by the Depositary to the Issuer)
                  and, in all other cases, by the Holder of the Global Senior
                  Notes to the Issuer.

                  In connection with any exchange of interests in a Global
                  Senior Note for Definitive Registered Senior Notes, on, or as
                  soon as practicable after, the earliest date on which such
                  interests may be so exchanged, the Issuer shall deliver to the
                  Paying Agent Definitive Registered Senior Notes in aggregate
                  principal amount equal to the principal amount of such Global
                  Senior Note (or the portion to be exchanged) and which have
                  been executed by the Issuer. On or after the earliest date on
                  which such interests may be so exchanged, such Global Senior
                  Note to be exchanged shall be surrendered by the Holder to the
                  Paying Agent, to be exchanged, in whole or from time to time
                  in part, for Definitive Registered Senior Notes without charge
                  and the Paying Agent shall authenticate and deliver, in
                  exchange for each portion of such Global Senior Note, an equal
                  aggregate principal amount of Definitive Registered Senior
                  Notes of authorized denominations as the portion of such
                  Global Senior Note to be exchanged. Any Global Senior Note
                  that is exchangeable pursuant to this Section 2.06 shall be
                  exchangeable for Definitive Registered Senior Notes issuable
                  in denominations of US$1.00 and integral multiples thereof,
                  and registered in such names as the Holder of such Global
                  Senior Note shall direct. If a Definitive Registered Senior
                  Note is issued in exchange for any portion of a Global Senior
                  Note after the close of business at the office or agency where
                  such exchange occurs on any Regular Record Date and before the
                  opening of business at such office or agency on the relevant
                  Senior Note Interest Payment Date, interest will not be
                  payable on such Senior Note Interest Payment Date in respect
                  of such Definitive

                                     - 57 -
<PAGE>

                  Registered Senior Note, but will be payable on such Senior
                  Note Interest Payment Date only to the Person to whom payments
                  of interest in respect of such portion of such Global Senior
                  Note are payable.

                  Except as provided above, owners solely of beneficial
                  interests in a Global Senior Note shall not be entitled to
                  receive physical delivery of Definitive Registered Senior
                  Notes and will not be considered the Holders thereof for any
                  purpose under this Indenture.

                  None of the Participants, DTC, Euroclear, Clearstream,
                  Luxembourg nor any beneficial owners of interests in a Global
                  Senior Note shall have any rights under this Indenture with
                  respect to any Global Senior Note held on their behalf by a
                  Holder, and such Holder shall be treated by the Issuer, the
                  Trustee and any agent of the Issuer or the Trustee as the
                  owner of such Global Senior Note for all purposes whatsoever.
                  Notwithstanding the foregoing, nothing herein shall prevent
                  the Issuer, the Trustee or any agent of the Issuer or the
                  Trustee from giving effect to any written certification, proxy
                  or other authorization furnished by a Holder or impair, as
                  between DTC, Euroclear, Clearstream, Luxembourg and the
                  Participants and Holders, the operation of customary practices
                  governing the exercise of the rights of a holder of any
                  security, including without limitation the granting of proxies
                  or other authorization of the Participants to give, receive,
                  make or take any request, demand, authorization, direction,
                  notice, consent, waiver or other action which a Holder is
                  entitled to give, receive, make or take under this Indenture.

         (2)      Exchange of Definitive Registered Senior Notes. Definitive
                  Registered Senior Notes may be exchanged for a like aggregate
                  principal amount of Definitive Registered Senior Notes of
                  other authorized denominations containing identical terms and
                  provisions. Definitive Registered Senior Notes to be exchanged
                  shall be surrendered at the office or agency of the Registrar
                  in New York, and the Issuer shall execute, and the Paying
                  Agent shall authenticate and deliver, in exchange therefor,
                  Definitive Registered Senior Notes which the Holder making the
                  exchange shall be entitled to receive.

         (3)      Definitive Registered Senior Notes - Generally. The Issuer
                  shall cause to be kept a register (the "REGISTER") in which,
                  subject to such reasonable regulations as it may prescribe,
                  the Issuer shall provide for the registration of Definitive
                  Registered Senior Notes and for the transfer of such
                  Definitive Registered Senior Notes. The Bank of New York has
                  been appointed as Registrar pursuant to the Agency Agreement
                  for the purpose of maintaining the Register and registering
                  Definitive Registered Senior Notes and transfers of Definitive
                  Registered Senior Notes as herein and therein provided.

                  Definitive Registered Senior Notes shall be transferable only
                  on the Registrar's books. Upon surrender for registration of
                  transfer of any Definitive Registered Senior Note at the
                  office or agency of the Registrar in the City of New York, the
                  Issuer shall execute, and the Paying Agent shall authenticate
                  and deliver, in the name of the designated transferee or
                  transferees, one or more new Definitive Registered Senior
                  Notes of any authorized denominations containing identical
                  terms and provisions and of a like aggregate principal amount.

                  All Definitive Registered Senior Notes issued upon any
                  registration of transfer or exchange of Senior Notes shall be
                  the valid obligations of the Issuer, evidencing the

                                     - 58 -
<PAGE>

                  same debt, and entitled to the same benefits under this
                  Indenture, as the Definitive Registered Senior Notes
                  surrendered upon such registration of transfer or exchange.

                  Every Definitive Registered Senior Note presented or
                  surrendered for registration of transfer or for exchange shall
                  (if so required by the Issuer or the Trustee) be duly
                  endorsed, or be accompanied by a written instrument of
                  transfer in form satisfactory to the Issuer and the Registrar
                  duly executed by the Holder thereof or his attorney duly
                  authorized in writing.

                  No service charge shall be made for any registration of
                  transfer or exchange of Definitive Registered Senior Notes,
                  but the Issuer may require payment of a sum sufficient to
                  cover any tax or other governmental charge that may be imposed
                  in connection with any registration of transfer or exchange of
                  Definitive Registered Senior Notes.

                  The Issuer shall not be required to issue, register the
                  transfer of or exchange any Definitive Registered Senior Note
                  during the 15-day period preceding (i) the due date for any
                  payment of principal of, premium, if any, interest or
                  Additional Amounts, if any, on the Definitive Registered
                  Senior Notes, or (ii) the day on which Definitive Registered
                  Senior Notes are scheduled for redemption, except the
                  unredeemed portion of Definitive Registered Senior Notes being
                  redeemed in part.

SECTION 2.07.  Mutilated, Destroyed, Lost and Stolen Senior Notes.

         If any mutilated Senior Note is surrendered to the Registrar (in the
case of Definitive Registered Senior Notes) or the Paying Agent (in the case of
Global Senior Notes), the Issuer may execute, and upon receipt of an Issuer
Order, the Paying Agent shall authenticate and deliver in exchange therefor a
new Senior Note containing identical terms and provisions and of like amount,
and bearing a serial number not contemporaneously outstanding.

         If there shall be delivered to the Issuer (1) evidence to its
satisfaction of the destruction, loss or theft of any Senior Note and (2) such
security or indemnity as may be required by it to ensure that it and any of its
agents are held harmless against any loss that it may suffer or incur as a
result of the issue of a new Senior Note pursuant to this paragraph, then, in
the absence of notice to the Issuer that such Senior Note has been acquired by a
bona fide purchaser, the Issuer shall execute, and upon receipt of an Issuer
Order, the Paying Agent shall authenticate and deliver in lieu of any such
destroyed, lost or stolen Senior Note, a new Senior Note containing identical
terms and provisions and of like amount, and bearing a serial number not
contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Senior Note has
become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Senior Note, pay such Senior Note.

         Upon the issuance of any new Senior Note under this Section 2.07, the
Issuer may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Paying Agent) connected
therewith.

         Every new Senior Note issued pursuant to this Section 2.07 in lieu of
any destroyed, lost or stolen Senior Note shall constitute an original
additional contractual obligation of the Issuer,

                                     - 59 -
<PAGE>

whether or not the destroyed, lost or stolen Senior Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Senior Notes duly
issued hereunder.

         The provisions of this Section 2.07 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Senior Notes.

SECTION 2.08.  Covenant to Repay and Trustee's Requirements.

        The Issuer covenants with the Trustee that it will, in accordance with
this Indenture, on the Stated Maturity, or on such earlier date as the same or
any part thereof may become due and repayable under this Indenture, pay or
procure to be paid unconditionally to or to the order of the Trustee in
immediately available funds the principal amount of the Senior Notes repayable
on that date together with any applicable premium and accrued interest, or
Additional Amounts, if any, and shall in the meantime and until such date (both
before and after any judgment or other order of a court of competent
jurisdiction) pay or procure to be paid unconditionally to or to the order of
the Trustee as aforesaid interest (which shall accrue from day to day) on the
principal amount of the Senior Notes at the rate of 8% per annum payable
quarterly in arrear on each Senior Note Interest Payment Date provided that
every payment of principal, premium, if any, interest, and Additional Amounts,
if any, in respect of the Senior Notes to or to the account of the Paying Agent
in the manner provided in the Agency Agreement shall operate in satisfaction pro
tanto of the related covenant by the Issuer in this Section 2.08 except to the
extent that there is default in the subsequent payment thereof in accordance
with this Indenture to the Holders.

         The Issuer shall pay interest on overdue instalments of interest at the
Default Rate.

         The Trustee will hold the benefit of these covenants on trust for the
Holders and itself in accordance with this Indenture.

         At any time after a Default or an Event of Default shall have occurred
and shall be continuing or the Senior Notes shall otherwise have become due and
repayable or the Trustee shall have received any money which it proposes to pay
under Section 6.09 (Application of Money Collected) to the Holders, the Trustee
may:

         (i)      by notice in writing to the Issuer, each of the Guarantors,
                  the Paying Agent, and, where applicable, the Registrar,
                  require the Paying Agent and, where applicable, the Registrar
                  pursuant to the Agency Agreement:

                  (A)      (I)  to act thereafter as Paying Agent and, where
                                applicable, Registrar, respectively, of the
                                Trustee in relation to payments to be made by or
                                on behalf of the Trustee under the provisions of
                                this Indenture mutatis mutandis on the terms
                                provided in the Agency Agreement (save that the
                                Trustee's liability under any provisions thereof
                                for the indemnification, remuneration and
                                payment of out-of-pocket expenses of the Paying
                                Agent and, where applicable, the Registrar shall
                                be limited to the amounts for the time being
                                held by the Trustee on the trusts of this
                                Indenture relating to the Senior Notes

                                     - 60 -
<PAGE>

                                and available for such purpose) and thereafter
                                to hold all Senior Notes and all sums, documents
                                and records held by it in respect of Senior
                                Notes on behalf of the Trustee; and/or

                           (II) with respect to the Registrar, where applicable,
                                and subject to applicable law, to act thereafter
                                pursuant to the Agency Agreement only with the
                                prior written consent of the Trustee (such
                                consent not to be unreasonably withheld or
                                delayed) and thereafter to hold all Senior Notes
                                and all sums, documents and records held by it
                                in respect of Senior Notes as the Trustee may
                                request in writing from time to time provided,
                                however, that there shall at all times be an
                                authorized Registrar so long as Definitive
                                Registered Senior Notes are issued and
                                outstanding; or

                  (B)      to deliver up all Senior Notes and all sums,
                           documents and records held by it in respect of Senior
                           Notes to the Trustee or as the Trustee shall direct
                           in such notice provided that such notice shall be
                           deemed not to apply to any documents or records which
                           the Paying Agent or, where applicable, the Registrar,
                           is obliged not to release by any law or regulation;
                           and

         (ii)     by notice in writing to the Issuer and each of the Guarantors
                  require the Issuer and each Guarantor to make all subsequent
                  payments in respect of the Senior Notes to or to the order of
                  the Trustee and not to the Paying Agent; with effect from the
                  issue of any such notice to the Issuer and each of the
                  Guarantors, and until such notice is withdrawn, subclause (i)
                  above, relating to the Senior Notes shall cease to have
                  effect.

SECTION 2.09.  Payment; Interest Rights Preserved.

         Interest on any Senior Notes which is payable, and is punctually paid
or duly provided for, on any Senior Note Interest Payment Date shall be paid (a)
in the case of Definitive Registered Senior Notes, to the Person in whose name
that Definitive Registered Senior Note (or one or more Predecessor Senior Notes)
is registered at the close of business on the Regular Record Date for such
payment of interest and (b) in the case of Global Senior Notes, to the Holder
through the Paying Agent by wire transfer of same-day funds to the Holder.

         In the case of Definitive Registered Senior Notes where payment is to
be made in United States Dollars, payment at the Paying Agent's office will be
made in US Dollars by check drawn on, or, at the request of the Holder, by wire
transfer of same-day funds to a United States dollar account maintained by the
payee with, a bank in The City of New York.

         In the case of Definitive Registered Senior Notes where payment is to
be made in British pounds sterling pursuant to Section 3.10 (Optional Payment of
Redemption Amounts in British Pounds Sterling), payment at the Paying Agent's
office will be made in British pounds sterling by check drawn on, or, at the
request of the Holder, by wire transfer of same-day funds to a British pounds
sterling account maintained by the payee with, a bank in London.

         Any interest on any Senior Note which is payable, but is not punctually
paid or duly provided for, on any Senior Note Interest Payment Date is herein
called "DEFERRED INTEREST".

                                     - 61 -
<PAGE>

Deferred Interest on any Senior Note shall be paid by the Issuer in accordance
with clause (1) below (in the case of Definitive Registered Senior Notes) or (2)
below (in the case of Global Senior Notes):

         (1)      The Issuer shall make payment of any Deferred Interest in any
                  lawful manner. The Issuer may make payment of any Deferred
                  Interest to the Persons in whose names the Definitive
                  Registered Senior Notes (or their respective Predecessor
                  Senior Notes) are registered at the close of business on a
                  special record date (the "SPECIAL RECORD DATE"). The Issuer
                  shall fix or cause to be fixed any such Special Record Date
                  and payment date to the reasonable satisfaction of the
                  Trustee; or

         (2)      The Issuer shall make payment of any Deferred Interest in the
                  case of the Global Senior Note held by any Holder, to the
                  Holder through the Paying Agent on the payment date notified
                  to the Holder by the Issuer.

         The Issuer shall cause notice of the proposed payment of such Deferred
Interest, the Special Record Date therefor (in the case of Definitive Registered
Senior Notes) or the payment date (in the case of the Global Senior Notes) to be
given in the manner and to the extent provided in Section 13.02 (Notices), not
less than 10 days prior to such Special Record Date or payment date (as
applicable).

         Subject to the foregoing provisions of this Section 2.09, each Senior
Note delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Senior Note shall carry the rights to interest accrued and
unpaid, and to accrue interest, which were carried by such other Senior Note.

SECTION 2.10.  Proof.

         Proof that as regards any specified Senior Note the Issuer has
defaulted in paying any amount due in respect of such Senior Note shall (unless
the contrary be proved) be sufficient evidence that the same default has
occurred as regards all other Senior Notes in respect of which the relevant
amount is due and payable.

SECTION 2.11.  Persons Deemed Owners.

         The Issuer, the Trustee, the Paying Agent and the Registrar may (to the
fullest extent permitted by applicable law) deem and treat the Holder of any
Senior Note or of a particular principal amount of the Senior Notes as the
absolute owner of such Senior Note or principal amount, as the case may be, for
all purposes (whether or not such Senior Note or principal amount shall be
overdue and notwithstanding any notice of ownership thereof or of trust or other
interest with regard thereto, any notice of loss or theft thereof or any writing
thereon), and the Issuer, the Trustee, the Paying Agent and the Registrar shall
not be affected by any notice to the contrary. All payments made to any such
Holder of a Senior Note shall be valid and, to the extent of the sums so paid,
effective to satisfy and discharge the liability for the moneys payable in
respect of such Senior Note or principal amount, as the case may be.

                                     - 62 -
<PAGE>

SECTION 2.12.  Cancellation.

         All Senior Notes surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Paying
Agent, be delivered to the Paying Agent and shall be promptly cancelled by the
Paying Agent in accordance with the Agency Agreement. The Issuer may at any time
deliver to the Paying Agent for cancellation any Senior Notes previously
authenticated and delivered hereunder which the Issuer or any of its
Subsidiaries may have acquired in any manner whatsoever, and all Senior Notes so
delivered shall be promptly cancelled by the Paying Agent. No Senior Notes shall
be authenticated in lieu of or in exchange for any Senior Notes cancelled as
provided in this Section 2.12, except as expressly permitted by the provisions
of the Senior Notes or pursuant to the provisions of this Indenture.

SECTION 2.13.  Computation of Interest.

         Payments of interest on the Senior Notes shall be computed on the basis
of a 360-day year of twelve 30-day months.

SECTION 2.14.  Security Identification Numbers.

         The Issuer in issuing the Senior Notes may use "CUSIP", "ISIN" and
"Common Code" numbers, if then generally in use, and thereafter with respect to
such Senior Notes, such numbers may be used by the Issuer, the Paying Agent or
the Trustee (as the case may be) in any notice of redemption or exchange with
respect to such Senior Notes, provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Senior Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the
Senior Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Paying Agent of
any change in the "CUSIP", "ISIN" and/or "Common Code" numbers.

SECTION 2.15.  Registrar and Paying Agent.

         The Issuer has initially appointed The Bank of New York as Registrar
and Paying Agent subject to and in accordance with the Agency Agreement. The
Issuer, upon notice to the Trustee, may appoint one or more co-Registrars and/or
one or more additional Paying Agents. The term "Registrar" includes any
co-Registrar and the term "Paying Agent" includes any additional Paying Agent.

                                     - 63 -
<PAGE>

                                    ARTICLE 3
                                   REDEMPTION

SECTION 3.01.  Redemption.

         Redemption of Senior Notes shall be made in accordance with this
Article 3 and, if applicable, Article 5 of this Indenture.

SECTION 3.02.  Notice of Redemption.

         Notice of redemption shall be given to each Holder of Senior Notes to
be redeemed, in the manner and to the extent provided in Section 13.02
(Notices), (a) with respect to any redemption pursuant to Section 3.06 (Optional
Redemption), Section 3.08 (Mandatory Redemption upon Change of Control) or
Section 3.09 (Redemption Upon Changes in Withholding Taxes), not less than
thirty (30) but not more than sixty (60) days prior to the applicable Repayment
Date, (b) with respect to any redemption pursuant to Section 5.01 (Merger,
Consolidation or Sale of Assets), not less than ten (10) but not more than
thirty (30) days prior to the applicable Repayment Date and (c) with respect to
any redemption pursuant to Section 3.07 (Mandatory Redemption out of Mandatory
Redemption Escrow Account), not less than ten (10) but not more than fifteen
(15) London Business Days prior to the applicable Repayment Date. The notices of
redemption may not be conditional and shall be irrevocable.

         All notices of redemption shall identify the Senior Notes to be
redeemed (including the CUSIP, ISIN and/or Common Code number, if any) and shall
state:

         (1)      the Repayment Date;

         (2)      the redemption price, plus, without duplication, accrued
                  interest and Additional Amounts, if any, to the Repayment
                  Date;

         (3)      the name and address of the Paying Agent, or the place or
                  places where such Senior Notes are to be surrendered for
                  payment of the redemption price, if applicable;

         (4)      if fewer than all of the Outstanding Senior Notes are to be
                  redeemed, the identification and principal amounts of the
                  particular Senior Notes to be redeemed;

         (5)      that on the Repayment Date, the redemption price plus accrued
                  interest and Additional Amounts, if any, to the Repayment Date
                  will become due and payable upon each such Senior Note or
                  portion thereof called for redemption and that, unless the
                  Issuer defaults in making such redemption payment, interest on
                  the Senior Notes (or portion thereof) called for redemption
                  shall cease to accrue on and after the Repayment Date;

         (6)      the section of the Indenture pursuant to which the Senior
                  Notes called for redemption are being redeemed; and

         (7)      if applicable, the Issuer's election to pay the redemption
                  price in British pounds sterling.

                                     - 64 -

<PAGE>

         Notice of redemption shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the Issuer's name and at the Issuer's expense. In
such event, the Issuer shall provide the Trustee with the information required
by this Section 3.02 in writing.

SECTION 3.03. Selection of Senior Notes To Be Redeemed.

         If less than all of the Outstanding Senior Notes are to be redeemed at
any time, the Trustee shall allocate the principal amount of the Senior Notes to
be redeemed among all of the Senior Notes at the time Outstanding in proportion,
as nearly as practicable, to the respective unpaid principal amounts thereof not
theretofore called for redemption, subject to compliance with (1) the
requirements, if any, of the principal securities exchange on which the Senior
Notes are listed, if the Senior Notes are listed on any securities exchange and
(2) any applicable laws, rules and regulations and the rules and procedures of
DTC, Euroclear and/or Clearstream, Luxembourg, if interests in the Senior Notes
are held in such clearing systems.

         The Trustee, provided it has received or obtained a copy of the
Register from the Registrar, shall promptly notify the Issuer in writing of the
Senior Notes selected for redemption as aforesaid and, in the case of any Senior
Notes selected for partial redemption as aforesaid, the principal amount thereof
to be redeemed.

         The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Senior Note, whether such
Senior Note is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the Senior
Note shall be in an authorized denomination (which shall not be less than the
minimum authorized denomination) for such Senior Note.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Senior Notes shall
relate, in the case of any Senior Notes redeemed or to be redeemed only in part,
to the portion of the principal amount of such Senior Notes which has been or is
to be redeemed.

         In the case of Global Senior Notes redeemed only in part, the Paying
Agent shall make an appropriate notation on Schedule A thereto to reflect the
portion of the principal amount of such Global Senior Note redeemed and the
unredeemed portion of the principal of the Global Senior Note so surrendered.

SECTION 3.04. Effect of Notice of Redemption.

         Once notice of redemption is given in accordance with Section 3.02
(Notice of Redemption) and Section 13.02 (Notices), the Senior Notes called for
redemption shall become due and payable on the scheduled Repayment Date and at
the redemption price (plus, without duplication, accrued and unpaid interest and
Additional Amounts, if any, to (but excluding) the scheduled Repayment Date)
called for by this Indenture, and from and after such date (unless the Issuer
shall default in the payment of the redemption price, Additional Amounts, if
any, and accrued and unpaid interest) such Senior Notes shall cease to bear
interest. Upon surrender of any such Senior Note for redemption in whole (but
not in part) in accordance with such notice, such Senior Notes shall be paid by
the Issuer at the redemption price called for by this Indenture, plus, without
duplication, accrued and unpaid interest and Additional Amounts, if any, to (but
excluding) the scheduled Repayment Date provided however, that with respect to

                                     - 65 -

<PAGE>

any Definitive Registered Senior Notes, a payment of interest which is payable
on a Senior Note Interest Payment Date which is on or before the scheduled
Repayment Date, shall be payable to the Holders of such Senior Notes registered
as such at the close of business on the relevant Regular Record Date or Special
Record Date according to the terms of the Senior Notes and the provisions of
Section 2.09 (Payment; Interest Rights Preserved). Failure to give notice of
redemption or any defect in the notice to any Holder shall not affect the
validity of the notice to any other Holder.

         If any Senior Note called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and any premium) and accrued
and unpaid interest and Additional Amounts, if any, shall, to the fullest extent
lawful and until paid, bear interest from the scheduled Repayment Date at the
Default Rate in accordance with the terms of such Senior Note and this
Indenture.

SECTION 3.05. Deposit of Redemption Price.

         Except as otherwise provided in Section 3.07 (Mandatory Redemption out
of Mandatory Redemption Escrow Account), prior to 5 p.m. London time on the
Business Day preceding each Repayment Date, the Issuer shall deposit with the
Paying Agent an amount of money sufficient to pay on such Repayment Date the
redemption price plus, without duplication, accrued and unpaid interest and
Additional Amounts, if any, on all Senior Notes or portions thereof to be
redeemed on that date, other than Senior Notes or portions of Senior Notes
called for redemption which have been delivered by the Issuer to the Paying
Agent for cancellation.

SECTION 3.06. Optional Redemption.

         The Senior Notes may be redeemed in whole (but not in part) at the
option of the Issuer at any time upon not less than 30 days' but not more than
60 days' notice (which notice shall be irrevocable) in cash at the Optional
Redemption Price, provided that the Issuer may only redeem the Senior Notes if
the Issuer simultaneously redeems all Outstanding Senior Notes and all
outstanding Junior Notes in accordance with the provisions of this Indenture and
the Junior Note Indenture, respectively. The election by the Issuer to redeem
the Senior Notes pursuant to this Section 3.06 shall be evidenced by or pursuant
to a Board Resolution of the Issuer and a copy of such Board Resolution shall be
delivered to the Trustee and the Paying Agent.

SECTION 3.07. Mandatory Redemption out of Mandatory Redemption Escrow Account.

         If at any time (other than during a Standstill Period or at any time
when a Payment Stop Event has occurred and is continuing), the balance standing
to the credit of the Mandatory Redemption Escrow Account is equal to or greater
than US$30 million the Issuer shall promptly deliver a Redemption Certificate
covering the balance then standing to the Mandatory Redemption Escrow Account to
the Security Trustee, the Trustee, the Junior Note Trustee (if at such time
there are any Junior Notes outstanding), the Depositary, the Paying Agent and
the Registrar. If at the time of delivery of such Redemption Certificate, the
balance standing to the credit of the Mandatory Redemption Escrow Account
exceeds the amount that would be required to redeem all Junior Notes then
outstanding, such excess (the "EXCESS AMOUNT") shall be applied to redeem then
Outstanding Senior Notes in accordance with this Section 3.07. The Issuer shall,
within five London Business Days after the date of such Redemption Certificate,
cause a notice of redemption to be given to the Holders of Senior Notes to be
redeemed in

                                     - 66 -

<PAGE>

accordance with the requirements of Section 3.02 (Notice of Redemption) and
shall deliver a copy of such notice to the Security Trustee, the Trustee and the
Junior Note Trustee (if at such time there are any Junior Notes outstanding).
The Repayment Date specified in such notice of redemption shall be not less than
ten (10) and not more than fifteen (15) London Business Days after the date of
such notice of redemption. Upon receipt of such notice of redemption, the
Trustee shall instruct the Security Trustee to direct the Escrow Bank to
transfer the Excess Amount on the London Business Day prior to the specified
Repayment Date to an account or accounts specified by the Trustee for redemption
of Senior Notes on the specified Repayment Date.

         If at any time when there are no Junior Notes outstanding the balance
standing to the credit of the Mandatory Redemption Escrow Account is equal to or
greater than the amount that would be required to redeem all Senior Notes then
Outstanding, the Issuer shall promptly deliver a Redemption Certificate to the
Security Trustee, the Trustee, the Depositary, the Paying Agent and the
Registrar and shall redeem all Senior Notes then Outstanding in accordance with
this Section 3.07. The Issuer shall, within five (5) London Business Days after
the date of such Redemption Certificate, cause a notice of redemption to be
given to the Holders of Senior Notes in accordance with the requirements of
Section 3.02 (Notice of Redemption) and shall deliver a copy of such notice to
the Security Trustee and the Trustee. The Repayment Date specified in such
notice of redemption shall be not be less than ten (10) and not more than
fifteen (15) London Business Days after the date of such notice of redemption.
Upon receipt of such notice of redemption, the Trustee shall instruct the
Security Trustee to direct the Escrow Bank to transfer the amount specified in
the Redemption Certificate on the London Business Day prior to the specified
Repayment Date to an account or accounts specified by the Trustee for redemption
of Senior Notes on the specified Repayment Date.

         If at any time when a Payment Stop Event has occurred and is continuing
the balance standing to the credit of the Mandatory Redemption Escrow Account,
after giving effect to any redemption of the Junior Notes required pursuant to
Clause 3.2.2 of the Escrow Agreement, is equal to or greater than the lesser of
(i) US$4 million or (ii) an amount sufficient to redeem all then Outstanding
Senior Notes, the Issuer shall promptly cause the balance standing to the credit
of the Mandatory Redemption Escrow Account to be applied to redeem then
Outstanding Senior Notes in accordance with this Section 3.07. The Issuer shall
cause a notice of redemption to be given to the Holders of Senior Notes to be
redeemed in accordance with the requirements of Section 3.02 (Notice of
Redemption) and shall deliver a copy of such notice to the Security Trustee and
the Trustee. The Repayment Date specified in such notice of redemption shall be
not less than ten (10) and not more than fifteen (15) London Business Days after
the date of such notice of redemption. Upon receipt of such notice of
redemption, the Trustee shall instruct the Security Trustee to direct the Escrow
Bank to transfer the balance standing to the credit of the Mandatory Redemption
Escrow Account on the London Business Day prior to the specified Repayment Date
to an account or accounts specified by the Trustee for redemption of Senior
Notes on the specified Repayment Date.

         Any redemption of Senior Notes pursuant to this Section 3.07 shall be
at a redemption price in cash of 110% of the principal amount of the Senior
Notes, plus accrued and unpaid interest thereon and Additional Amounts in
respect thereof, if any, to the Repayment Date. For the avoidance of doubt, the
calculation of the aggregate principal amount of Senior Notes to be redeemed
through the application of funds released from the Mandatory Redemption Escrow

                                     - 67 -

<PAGE>

Account shall reflect the amount of accrued and unpaid interest, Additional
Amounts (if any) and premium that will be payable on such principal amount of
Senior Notes.

SECTION 3.08. Mandatory Redemption upon Change of Control.

         If the Issuer becomes aware of the occurrence of a Change of Control,
the Issuer shall within five (5) London Business Days of so becoming aware call
for redemption, upon not less than 30 but not more than 60 days' notice and
shall redeem, on the date specified in such notice, all Outstanding Senior Notes
in cash at the Optional Redemption Price.

SECTION 3.09. Redemption Upon Changes in Withholding Taxes.

         Subject to the further provisions of this Section 3.09, the Issuer at
its option may at any time redeem all, but not less than all, of the Senior
Notes (or in the event that the Senior Notes are in the form of Definitive
Registered Senior Notes, all, but not less than all, of the affected Definitive
Registered Senior Notes) in cash at 100% of the principal amount of such Senior
Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any,
to the Repayment Date, upon not less than 30 nor more than 60 days' notice. This
right of redemption applies only if, as a result of any amendment to, or change
in, the laws (including any regulations or rulings thereunder) of England and
Wales (including any European Union law or directive that has the effect of law
in England and Wales) or any other jurisdiction in which the Issuer is
organized, engaged in business, resident for Tax purposes or generally subject
to Tax, or of any political subdivision or Taxing Authority of or in any of the
foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any
amendment to or change in any official position concerning the administration,
application or interpretations of such laws or regulations (including a judgment
by a court of competent jurisdiction), which amendment or change is announced
and effective on or after the Issue Date, the Issuer satisfies the Trustee
immediately before giving any notice referred to above that it has become or
will become obligated to pay Additional Amounts pursuant to Section 4.37
(Additional Amounts) which are more than a de minimis amount (as determined by
the Issuer in its reasonable judgment) on the next date on which any amount
would be payable with respect to such Senior Notes and the Issuer determines in
good faith that such obligation cannot be avoided by the use of reasonable
measures available to the Issuer (including, without limitation, by changing the
jurisdiction from which or through which payments on such Senior Notes are
made).

         No such notice of redemption may be given earlier than 45 days prior to
the earliest date on which the Issuer would be obligated to pay such Additional
Amounts were a payment in respect of the Senior Notes then due. The Issuer may
give such notice only if, at the time such notice of redemption is given, such
obligation to pay such Additional Amounts remains in effect. Immediately prior
to giving any notice of redemption described above, the Issuer shall deliver to
the Trustee (1) an Officers' Certificate stating that the Issuer is entitled to
elect to effect such redemption and setting forth a statement of facts showing
that the conditions precedent to the right of the Issuer so to elect to redeem
have occurred and (2) an Opinion of Outside Counsel qualified under the laws of
the relevant Taxing Jurisdiction in form and substance reasonably satisfactory
to the Trustee to the effect that the Issuer has or will become obligated to pay
such Additional Amounts as a result of such amendment or change and that the
Issuer cannot avoid the payment of such Additional Amounts by taking reasonable
measures available to it. The Trustee shall be entitled to accept such
certificate and opinion as sufficient

                                     - 68 -

<PAGE>

evidence of the satisfaction of the circumstances referred to above, in which
event they shall be conclusive and binding on the holders of the Senior Notes.

SECTION 3.10. Optional Payment of Redemption Amounts in British Pounds Sterling.

         In the event of mandatory or optional redemption of the Senior Notes,
other than at Stated Maturity, the redemption price to be paid by the Issuer on
the applicable Repayment Date shall be payable in United States dollars, unless
the Issuer elects to make payment in British pounds sterling, which election
shall be irrevocable and shall be set forth in the applicable notice of
redemption given pursuant to Section 3.02 (Notice of Redemption). If the Issuer
elects to make payment in British pounds sterling, the amount payable in respect
of each Senior Note shall be the Sterling Equivalent of the principal amount of
the applicable Senior Note in United States dollars, multiplied by the
applicable redemption price, multiplied by 1.005 and rounded (if necessary) to
the nearest penny (with L0.005 being rounded upwards). Such calculation shall be
made by the Issuer. If the Issuer so elects to make payment in British pounds
sterling, the Issuer shall deliver to the Trustee and the Paying Agent on the
Business Day prior to the applicable Repayment Date, an Officers' Certificate of
the Issuer stating the amount in British pounds sterling to be paid in respect
of each United States dollar principal amount of the Senior Notes and stating
that such calculation complies with this Section 3.10.

                                     - 69 -

<PAGE>

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01. Affirmative Financial Covenants.

(a)      (1)      The ratio of (a) Consolidated EBITDA of the Issuer and its
                  Subsidiaries (less the Consolidated EBITDA of the US Parent
                  and its Subsidiaries if on the applicable date specified below
                  any Junior Notes are outstanding) to (b) Consolidated Gross
                  Finance Charges of the Issuer and its Subsidiaries (less the
                  Consolidated Gross Finance Charges of the US Parent and its
                  Subsidiaries plus any Consolidated Gross Finance Charges paid
                  or payable to the Issuer and the Non-US Subsidiaries by the US
                  Parent and its Subsidiaries, if on the applicable date
                  specified below any Junior Notes are outstanding) shall, on
                  each date specified below and calculated for the Relevant
                  Period ending on such date, equal or exceed the applicable
                  ratio set out opposite such date:

<TABLE>
<CAPTION>
RELEVANT PERIOD ENDING                            RATIO
----------------------                            -----
<S>                                               <C>
September 30, 2005.......................          2.0
March 31, 2006...........................          3.0
September 30, 2006.......................          3.0
March 31, 2007...........................          4.0
September 30, 2007.......................          4.0
March 31, 2008...........................          4.5
</TABLE>

         (2)      The ratio of (a) Consolidated Indebtedness of the Issuer and
                  its Subsidiaries (less the Consolidated Indebtedness of the US
                  Parent and its Subsidiaries if on the applicable date
                  specified below any Junior Notes are outstanding and in each
                  case excluding the Junior Notes) to (b) Consolidated EBITDA of
                  the Issuer and its Subsidiaries (less the Consolidated EBITDA
                  of the US Parent and its Subsidiaries except for an amount
                  equivalent to any dividends that have been paid in cash from
                  the US Parent and its Subsidiaries to the Issuer and the
                  Non-US Subsidiaries if on the applicable date specified below
                  any Junior Notes are outstanding) shall, on each date
                  specified below and calculated using (i) Consolidated
                  Indebtedness of the Issuer and its Subsidiaries (less the
                  Consolidated Indebtedness of the US Parent and its
                  Subsidiaries if on the applicable date specified below any
                  Junior Notes are outstanding and in each case excluding the
                  Junior Notes) on such date and (ii) Consolidated EBITDA of the
                  Issuer and its Subsidiaries (less the Consolidated EBITDA of
                  the US Parent and its Subsidiaries except for an amount
                  equivalent to any dividends that have been paid in cash from
                  the US Parent and its Subsidiaries to the Issuer and the
                  Non-US Subsidiaries if on the applicable date specified below
                  any Junior Notes are outstanding) for the Relevant Period
                  ending on such date, not exceed the applicable ratio set out
                  opposite such date:

                                     - 70 -

<PAGE>

<TABLE>
<CAPTION>
RELEVANT PERIOD ENDING                            RATIO
----------------------                            -----
<S>                                               <C>
September 30, 2005.......................          7.0
March 31, 2006...........................          6.0
September 30, 2006.......................          5.5
March 31, 2007...........................          5.0
September 30, 2007.......................          4.5
March 31, 2008...........................          4.0
</TABLE>

         (b)      The financial ratios required to be maintained pursuant to
                  subclauses (1) and (2) of clause (a) of this Section 4.01
                  shall be calculated by dividing the appropriate component by
                  the other component (in each case expressed in whole British
                  pound sterling amounts), carrying the result to two decimal
                  places and rounding the result to one decimal place (with 0.05
                  being rounded up and 0.04 being rounded down). For purposes of
                  determining compliance with the ratios required to be
                  maintained pursuant to subclause (a)(2) above, the
                  Consolidated EBITDA of the Issuer and its Subsidiaries (less
                  the Consolidated EBITDA of the US Parent and its Subsidiaries
                  except for an amount equivalent to any dividends that have
                  been paid in cash from the US Parent and its Subsidiaries to
                  the Issuer and the Non-US Subsidiaries if on the applicable
                  date specified above any Junior Notes are outstanding) for the
                  Relevant Period ending September 30, 2005 shall be multiplied
                  by two (2).

         (c)      As of the end of the second fiscal quarter and the fourth
                  fiscal quarter of each fiscal year of the Issuer, the Issuer
                  shall deliver, within the applicable time period after the end
                  of each such fiscal quarter or fiscal year (in the case of the
                  fourth fiscal quarter) during which a domestic US issuer that
                  is an "accelerated filer" would be required to file an annual
                  report on Form 10-K (in the case of the fourth fiscal quarter)
                  or a quarterly report on Form 10-Q, (in the case of the second
                  fiscal quarter), by the rules and regulations of the SEC from
                  time to time in effect (but in no event later than the
                  applicable date on which the Issuer publicly releases its
                  annual and quarterly consolidated financial statements for any
                  such period), to the Trustee an Officers' Certificate stating
                  whether or not the Issuer was in compliance, on the last day
                  of such Relevant Period, with subclauses (1) and (2) of clause
                  (a) above and setting forth the calculations required by the
                  above covenants and the basis upon which such calculations
                  were made.

SECTION 4.02. Covenants Regarding US Core Businesses.

         The Issuer shall, no later than the second anniversary of the Issue
Date, cause each of the US Core Businesses to be held by a US Core Business
Subsidiary or US Core Business Subsidiaries designated as such by the Issuer,
provided however that (1) no US Core Business Subsidiary may engage in more than
one US Core Business and (2) no US Core Business Subsidiary may be a direct or
indirect Subsidiary of any other US Core Business Subsidiary that is not engaged
in the same US Core Business.

        Prior to the date on which each US Core Business is held by a US Core
Business Subsidiary or US Core Business Subsidiaries designated as such by the
Issuer, the Issuer shall procure that, in the event any US Core Business becomes
significantly cash-flow negative (which for this purpose shall mean such US Core
Business has negative earnings before interest, taxes, depreciation and
amortization over a period of two successive fiscal quarters, taken as a whole,
of US$15 million (or the Dollar Equivalent) or more, as determined from the

                                     - 71 -

<PAGE>

management accounts for such US Core Business prepared on a basis consistent
with the preparation of such accounts prior to the Scheme Launch Date), the
relevant Subsidiaries take, as soon as reasonably practicable, such commercially
reasonable and practicable remedial action as is designed to eliminate or, to
the fullest extent commercially reasonable and practicable, reduce any
continuing negative operating cash flow condition.

         From and after the date on which each US Core Business is held by a US
Core Business Subsidiary or US Core Business Subsidiaries designated as such by
the Issuer, the Issuer shall not, and shall not permit any Subsidiary of the
Issuer that is not a US Core Business Subsidiary to, make any Investment in any
US Core Business Subsidiary and shall not permit any US Core Business Subsidiary
to make any Investment in any other US Core Business Subsidiary that is not
engaged in the same US Core Business.

SECTION 4.03.  Asset Sales.

(a)      The Issuer shall not, and shall not permit any of its Subsidiaries to,
         directly or indirectly, consummate an Asset Sale unless:

         (1)      the Issuer or such Subsidiary, as the case may be, receives
                  consideration at least equal to the Fair Market Value at the
                  time of the Asset Sale of the assets, properties, rights or
                  Equity Interests that are the subject of the Asset Sale;

         (2)      if the consideration for such Asset Sale exceeds L10 million
                  (or the Sterling Equivalent), the determination of such Fair
                  Market Value is evidenced by a resolution of the Issuer's
                  Board of Directors set forth in an Officers' Certificate
                  delivered to the Trustee within five (5) London Business Days
                  following such consummation; and

         (3)      at least 85% of the consideration received in the Asset Sale
                  by the Issuer or such Subsidiary is in the form of Cash
                  Equivalents.

(b)      In the event that any Junior Notes are outstanding, the Issuer shall,
         on the later of the Issue Date and the date that is five (5) London
         Business Days following receipt, deposit or cause to be deposited the
         Net Proceeds of any Asset Sale (other than Excluded Asset Sale and
         Liquidation Proceeds) that are received by the Issuer and its
         Subsidiaries on or after May 1, 2003 into the Mandatory Redemption
         Escrow Account.

         In the event that no Junior Notes are outstanding, the Issuer may
apply, or procure the application of, the Net Proceeds of any Asset Sale within
90 days after receipt of such Net Proceeds to:

         (1)      fund any Capital Expenditure in the Permitted Core Business by
                  the Issuer or any Subsidiary of the Issuer; or

         (2)      fund the acquisition of other assets (excluding Investments,
                  other than Permitted Investments which are not Investments in
                  (i) cash or Cash Equivalents, or (ii) Investments solely in
                  another member of the Group) by the Issuer or any Subsidiary
                  of the Issuer that are used or useful in the Permitted Core
                  Business (for the avoidance of doubt Net Proceeds may be
                  applied to make a Permitted

                                     - 72 -

<PAGE>

                  Investment in the Issuer or a Subsidiary for the purpose of
                  funding the acquisition of assets in accordance with this
                  clause (2));

provided that if the Issuer or the relevant Subsidiary of the Issuer has
contractually committed to apply such Net Proceeds in accordance with clause (1)
or (2) of this sentence within such 90 days, the Issuer or such Subsidiary may
apply such Net Proceeds in accordance with such commitment within 180 days after
the receipt of such Net Proceeds. All Net Proceeds of any Asset Sale (other than
Excluded Asset Sale and Liquidation Proceeds) which are not applied in the
manner described in clause (1) or (2) of the preceding sentence within the
applicable time period specified in the preceding sentence shall be deposited
into the Mandatory Redemption Escrow Account within three (3) London Business
Days after the expiration of the applicable time period specified in the
preceding sentence.

         The Issuer shall deposit or cause to be deposited all Liquidation
Proceeds (other than Excluded Asset Sale and Liquidation Proceeds) and all Net
Proceeds of Asset Sales described in Section 4.05 (Purchase and Cancellation of
Notes) into the Mandatory Redemption Escrow Account within five (5) London
Business Days following receipt.

         All Liquidation Proceeds and all Net Proceeds of Asset Sales that
constitute cash or Cash Equivalents other than British pounds sterling, Euro or
United States dollars and that are required to be deposited into the Mandatory
Redemption Escrow Account shall be converted into British pounds sterling, Euro
or United States dollars, at the option of the Issuer, by the Issuer or its
Subsidiaries on or prior to deposit of such Liquidation Proceeds or Net Proceeds
of Asset Sales into the Mandatory Redemption Escrow Account.

SECTION 4.04. Restricted Payments.

(a)      Issuer and Non-US Subsidiaries. Subject to clause (c) of this Section
         4.04, below, the Issuer shall not, and shall not permit any of its
         Non-US Subsidiaries to, directly or indirectly:

         (1)      declare or pay any dividend or make any other payment or
                  distribution (a) on account of the Issuer's Equity Interests
                  or any Equity Interests of any Subsidiary of the Issuer
                  (including, without limitation, any payment in connection with
                  any merger or consolidation involving the Issuer or any
                  Subsidiary of the Issuer) or (b) to the direct or indirect
                  holders of the Equity Interests of the Issuer or any
                  Subsidiary of the Issuer in their capacity as such (other
                  than, in the case of each of (a) and (b), dividends or
                  distributions payable (i) in Equity Interests (other than
                  Disqualified Stock) of the Issuer or such Non-US Subsidiary or
                  (ii) to the Issuer or a Non-US Subsidiary); or

         (2)      purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value (including, without limitation, in connection
                  with any merger or consolidation involving the Issuer or any
                  Subsidiary of the Issuer) any outstanding Equity Interests of
                  the Issuer or any Subsidiary of the Issuer (other than any
                  Equity Interests of a Non-US Subsidiary owned by the Issuer or
                  any other Non-US Subsidiary); or

                                     - 73 -

<PAGE>

         (3)      make any payment of principal on or with respect to, or
                  purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value, any Subordinated Indebtedness of the Issuer
                  or any Guarantor; or

         (4)      make any Investment in any Person (other than any Permitted
                  Investments) (all such payments and other actions set forth in
                  these subclauses (1) through (4) of clause (a) of this Section
                  4.04 being collectively referred to as "NON-US RESTRICTED
                  PAYMENTS");

         unless, at the time of, and after giving effect to, such Non-US
         Restricted Payment:

         (A)      no Default has occurred and is continuing or would occur as a
                  consequence of such Non-US Restricted Payment;

         (B)      the amount of such Non-US Restricted Payment, together with
                  the aggregate amount of all other Non-US Restricted Payments
                  declared or made by the Issuer and its Non-US Subsidiaries on
                  or after the Issue Date (excluding Non-US Restricted Payments
                  permitted by subclauses (2), (4), (5) and (9) of clause (c) of
                  this Section 4.04, below), shall not exceed the sum, without
                  duplication, of:

                  (i)      50% of the Consolidated Profit After Taxes of the
                           Issuer and its Subsidiaries (less the Consolidated
                           Profit After Taxes of the US Parent and its
                           Subsidiaries) for the period (taken as one accounting
                           period) from the beginning of the fiscal quarter
                           immediately following the fiscal quarter during which
                           the Issue Date occurs to the end of the most recent
                           fiscal quarter for which consolidated financial
                           statements of the Issuer and its Subsidiaries are
                           available at the time of such Non-US Restricted
                           Payment (or, if such Consolidated Profit After Taxes
                           for such period is a deficit, less 100% of such
                           deficit), plus

                  (ii)     100% of the aggregate net cash proceeds received by
                           the Issuer since the Issue Date as a contribution to
                           its ordinary equity capital or from the issue or sale
                           of Equity Interests of the Issuer (other than
                           Disqualified Stock) or from the issue or sale of
                           convertible or exchangeable Disqualified Stock or
                           convertible or exchangeable Indebtedness of the
                           Issuer that has been converted into or exchanged for
                           such Equity Interests (other than Equity Interests
                           (or Disqualified Stock or debt securities) sold to a
                           Subsidiary of the Issuer), except as otherwise
                           provided under subclause (4) of clause (c) of this
                           Section 4.04, below;

         (C)      the ratio of (i) Consolidated EBITDA of the Issuer and its
                  Subsidiaries (less the Consolidated EBITDA of the US Parent
                  and its Subsidiaries if on the date of such Non-US Restricted
                  Payment any Junior Notes are outstanding) to (ii) Consolidated
                  Gross Finance Charges of the Issuer and its Subsidiaries (less
                  the Consolidated Gross Finance Charges of the US Parent and
                  its Subsidiaries, plus any Consolidated Gross Finance Charges
                  paid or payable to the Issuer and the Non-US Subsidiaries by
                  the US Parent and its Subsidiaries, if on the date of such
                  Non-US Restricted Payment any Junior Notes are outstanding),
                  as if such Non-US Restricted Payment had been made at the
                  beginning of the applicable

                                     - 74 -

<PAGE>

                  period, shall, in respect of the four fiscal quarters ended
                  prior to the date of such Non-US Restricted Payment, be not
                  less than 4.5: 1; and

         (D)      if such Non-US Restricted Payment is of a kind identified in
                  subclause (1), (2) or (3) of this clause (a) of this Section
                  4.04 and, in the case of such subclause (1) and (2), is in
                  respect of the Issuer's Equity Interests, interest due on the
                  Junior Notes was paid in full in cash on the two consecutive
                  scheduled Junior Note Interest Payment Dates immediately
                  preceding the date of such Non-US Restricted Payment.

(b)      US Subsidiaries. Subject to clause (c) of this Section 4.04, below, the
         Issuer shall not permit any of its US Subsidiaries to, directly or
         indirectly:

         (1)      declare or pay any dividend or make any other payment or
                  distribution (a) on account of the Issuer's Equity Interests
                  or any Equity Interests of any Subsidiary of the Issuer
                  (including, without limitation, any payment in connection with
                  any merger or consolidation involving the Issuer or any
                  Subsidiary of the Issuer) or (b) to the direct or indirect
                  holders of the Equity Interests of the Issuer or any
                  Subsidiary of the Issuer in their capacity as such (other
                  than, in the case of each of (a) and (b), dividends or
                  distributions payable (i) in Equity Interests (other than
                  Disqualified Stock) of such US Subsidiary or (ii) to (A) a US
                  Subsidiary, (B) the Issuer or (C) the holder of the Equity
                  Interests in the US Parent);

         (2)      purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value (including, without limitation, in connection
                  with any merger or consolidation involving the Issuer or any
                  Subsidiary of the Issuer) any outstanding Equity Interests of
                  the Issuer or any Subsidiary of the Issuer (other than any
                  Equity Interests of a US Subsidiary owned by any other US
                  Subsidiary);

         (3)      make any payment of principal on or with respect to, or
                  purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value, any Subordinated Indebtedness of the Issuer
                  or any Guarantor; or

         (4)      make any Investment in any Person (other than any Permitted
                  Investments) (all such payments and other actions set forth in
                  these subclauses (1) through (4) of clause (b) of this Section
                  4.04 being collectively referred to as "US RESTRICTED
                  PAYMENTS" and, together with Non-US Restricted Payments,
                  "RESTRICTED PAYMENTS"),

         unless, at the time of, and after giving effect to, such US Restricted
         Payment:

         (i)      no Default has occurred and is continuing or would occur as a
                  consequence of such US Restricted Payment;

         (ii)     the amount of such US Restricted Payment, together with the
                  aggregate amount of all other US Restricted Payments declared
                  or made by the US Subsidiaries on or after the Issue Date
                  (excluding US Restricted Payments permitted by subclauses (3),
                  (4) and (5) of clause (c) of this Section 4.04, below) shall
                  not exceed 50% of the Consolidated Profit After Taxes of the
                  US Parent and its Subsidiaries for the period (taken as one
                  accounting period) from the beginning

                                     - 75 -

<PAGE>

                  of the fiscal quarter immediately following the fiscal quarter
                  during which the Issue Date occurs to the end of the most
                  recent fiscal quarter for which consolidated financial
                  statements of the US Parent and its Subsidiaries are available
                  at the time of such US Restricted Payment (or, if such
                  Consolidated Profit After Taxes for such period is a deficit,
                  less 100% of such deficit);

         (iii)    the ratio of (i) Consolidated EBITDA of the US Parent and its
                  Subsidiaries to (ii) Consolidated Gross Finance Charges of the
                  US Parent and its Subsidiaries, as if such US Restricted
                  Payment had been made at the beginning of the applicable
                  period, shall, in respect of the four fiscal quarters ended
                  prior to the date of such US Restricted Payment, be not less
                  than 4.5: 1; and

         (iv)     if such US Restricted Payment is of a kind identified in
                  subclause (1), (2) or (3) of this clause (b) of this Section
                  4.04 and, in the case of such subclause (1) and (2), is in
                  respect of the Issuer's Equity Interests, interest due on the
                  Junior Notes was paid in full in cash on the two consecutive
                  scheduled Junior Note Interest Payment Dates immediately
                  preceding the date of such US Restricted Payment.

(c)      Exceptions Applicable to the Issuer, Non-US Subsidiaries and US
         Subsidiaries.

         The provisions of clauses (a) and (b) of this Section 4.04 shall not
         prohibit:

         (1)      the payment of any dividend within 60 days after the date of
                  declaration of the dividend, if at the date of declaration the
                  dividend payment would have complied with the provisions of
                  this Indenture;

         (2)      the payment of principal on or with respect to or the
                  purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement for value of any Indebtedness owed
                  by the Issuer or a Non-US Subsidiary to the Issuer or a
                  Subsidiary of the Issuer;

         (3)      the payment of principal on or with respect to or the
                  purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement for value of any Indebtedness owed
                  by a US Subsidiary to the Issuer or a Subsidiary of the
                  Issuer;

         (4)      so long as no Default has occurred and is continuing or would
                  be caused thereby under the Senior Notes or this Indenture the
                  repayment, redemption, repurchase, retirement, defeasance or
                  other acquisition of any Subordinated Indebtedness of the
                  Issuer or any Guarantor, or any Equity Interests of the
                  Issuer, in each case in exchange for, or out of the net cash
                  proceeds of a substantially concurrent sale (other than to a
                  Subsidiary of the Issuer) of, Equity Interests of the Issuer
                  (other than Disqualified Stock); provided that the amount of
                  any such net cash proceeds that are utilized for any such
                  repayment, redemption, repurchase, retirement, defeasance or
                  other acquisition will be excluded from subclause (B)(ii)
                  under clause (a) of this Section 4.04;

         (5)      so long as no Default has occurred and is continuing or would
                  be caused thereby under the Senior Notes or this Indenture,
                  the repayment, redemption, repurchase, retirement, defeasance
                  or other acquisition of any Subordinated

                                     - 76 -

<PAGE>

                  Indebtedness of the Issuer or any Guarantor (other than
                  Indebtedness between or among the Issuer or any of its
                  Subsidiaries) with the net cash proceeds from an incurrence of
                  Permitted Refinancing Indebtedness;

         (6)      the payment of any dividend or other distribution by a Non-US
                  Subsidiary to a minority holder of any Equity Interest in such
                  Non-US Subsidiary that is made on a pro rata basis to such
                  minority holder and to all other holders of such class of
                  Equity Interests of such Non-US Subsidiary at the time such
                  dividend or other distribution is made;

         (7)      the payment of any dividend or other distribution by a US
                  Subsidiary to a minority holder of any Equity Interest in such
                  US Subsidiary that is made on a pro rata basis to such
                  minority holder and to all other holders of such class of
                  Equity Interests of such US Subsidiary at the time such
                  dividend or other distribution is made;

         (8)      payments of cash in lieu of the issuance of fractional shares
                  of Capital Stock as a dividend or distribution; and

         (9)      any transfer by FS Holdings Corp. of Equity Interests in
                  Marconi Communications Inc. to the US Parent.

(d)      The amount of all Restricted Payments (other than cash) shall be the
         Fair Market Value on the date of such Restricted Payment of the assets
         or securities proposed to be transferred or issued to or by the Issuer
         or such Subsidiary of the Issuer, as the case may be, pursuant to such
         Restricted Payment. The Fair Market Value of any assets or securities
         that are required to be valued by this covenant shall be determined by
         (1) an Officer of the Issuer if such assets or securities have a Fair
         Market Value equal to or less than L10 million (or the Sterling
         Equivalent) or (2) if such assets or securities have a Fair Market
         Value greater than L10 million (or the Sterling Equivalent), the Board
         of Directors of the Issuer whose resolution with respect thereto shall
         be set forth in the Officers' Certificate required to be delivered to
         the Trustee pursuant to the second succeeding sentence of this clause
         (d) of this Section 4.04. The determination of the Board of Directors
         of the Issuer shall be based upon an opinion or appraisal issued by an
         accounting, appraisal or investment banking firm of international
         standing if the Fair Market Value exceeds L20 million (or the Sterling
         Equivalent). Not later than the fifth Business Day after the date of
         making any Restricted Payment in excess of L10 million (or the Sterling
         Equivalent) (other than any Restricted Payment permitted under any of
         subclauses (1) through (9) of clause (c) of this Section 4.04), the
         Issuer shall deliver to the Trustee an Officers' Certificate stating
         that such Restricted Payment is permitted and setting forth the
         calculations required by this Section 4.04 and the basis upon which
         such calculations were made, together with a copy of any opinion or
         appraisal required by this clause (d) of this Section 4.04.

SECTION 4.05. Purchase and Cancellation of Notes.

(a)      The Issuer shall not, and shall not permit any of its Subsidiaries to,
         purchase, repurchase, redeem or otherwise acquire or retire for value
         any Senior Notes or Junior Notes (other than pursuant to the redemption
         provisions in the relevant Indenture), provided that (1)

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         the Issuer or any of the Guarantors may purchase, repurchase or
         otherwise acquire or retire for value, in the open market or otherwise
         and at any price, any Senior Notes at any time after the second
         scheduled Senior Note Interest Payment Date or any Junior Notes at any
         time after the second scheduled Junior Note Interest Payment Date, in
         each case if (a) no Default or Event of Default has occurred and is
         continuing under this Indenture, (b) the payment of interest on the
         Junior Notes on the two consecutive preceding Junior Note Interest
         Payment Dates was made in cash (rather than in Junior PIK Notes), and
         (c) the Issuer has not given notice pursuant to the Junior Note
         Indenture electing to pay the interest (and any Additional Amounts) due
         on the next Junior Note Interest Payment Date on the outstanding Junior
         Notes in Junior PIK Notes and (2) the Issuer may acquire Senior Notes
         or Junior Notes for distribution to its Scheme Creditors pursuant to
         any scheme of arrangement, reorganization or insolvency proceeding in
         relation to Marconi plc.

(b)      All Senior Notes and Junior Notes redeemed by the Issuer or any of its
         Subsidiaries shall be immediately cancelled and may not be reissued or
         resold. All Senior Notes and Junior Notes purchased, repurchased or
         otherwise acquired or retired by the Issuer or any of its Subsidiaries
         (other than Senior Notes or Junior Notes acquired pursuant to subclause
         (2) of clause (a) of this Section 4.05, above) shall be cancelled not
         later than ninety (90) days after such Senior Notes or Junior Notes are
         purchased, repurchased or otherwise acquired or retired by the Issuer
         or any of its Subsidiaries and may not be reissued or resold to any
         Person other than the Issuer or any Guarantor. Any Notes acquired by
         the Issuer pursuant to subclause (2) of clause (a) of this Section
         4.05, above, shall be promptly delivered to the Distribution Agent
         under the Escrow and Distribution Agreement. Notwithstanding any other
         provision in this Indenture, all payments of principal, premium, if
         any, interest and Additional Amounts, if any, on all Senior Notes and
         all Junior Notes owned by the Issuer or any of its Subsidiaries (other
         than Notes acquired pursuant to subclause (2) of clause (a) of this
         Section 4.05, above, provided that such Notes are held in escrow for
         distribution to Scheme Creditors) shall constitute Net Proceeds of
         Asset Sales.

(c)      The Issuer shall notify the Trustee, promptly in writing, after the
         Issuer, any Guarantor, any other obligor on the Senior Notes or any
         Affiliate of the Issuer, any Guarantor or any other obligor on the
         Senior Notes repurchases or otherwise acquires Senior Notes, of the
         aggregate principal amount of such Senior Notes so repurchased or
         otherwise acquired.

SECTION 4.06. Acquisitions.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
make any Acquisition from any Person other than: (1) an Acquisition by the
Issuer or a Subsidiary of the Issuer from a Subsidiary of the Issuer or the
Issuer; or (2) an Investment that is permitted to be made under Section 4.04
(Restricted Payments).

SECTION 4.07. Limitation on Indebtedness and Preferred Stock.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, Guarantee, permit to be
outstanding or otherwise be or become directly or indirectly liable,
contingently or otherwise, with respect to any Indebtedness (including Acquired
Debt), and the Issuer will not issue or have in issue any Disqualified Stock

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and will not permit any of its Subsidiaries to issue or have in issue any shares
of Preferred Stock or any shares of Disqualified Stock, other than, in each
case, any Permitted Debt.

         For the purposes of determining compliance with this covenant:

         (1)      the outstanding principal amount of any particular
                  Indebtedness shall be counted only once and any obligation
                  arising under any Guarantee, indemnity, Lien, letter of credit
                  or similar instrument supporting such Indebtedness shall be
                  disregarded to the extent of the outstanding principal amount
                  of such Indebtedness included in any clause of the definition
                  of Permitted Debt;

         (2)      in the event that an item of Indebtedness meets the criteria
                  of more than one of the types of Permitted Debt, the Issuer,
                  in its sole discretion, shall classify such item of
                  Indebtedness and shall only be required to include the amount
                  and type of such Indebtedness in one of the clauses of the
                  definition of Permitted Debt; and

         (3)      in the event that an item of Indebtedness meets the criteria
                  of more than one of the types of Permitted Debt, the Issuer,
                  in its sole discretion, may divide and classify such item of
                  Indebtedness under more than one of the types of Permitted
                  Debt.

         For purposes of determining compliance with any sterling-denominated
restriction on Indebtedness, if the Indebtedness incurred is denominated in a
currency other than sterling, the amount of such Indebtedness shall be the
Sterling Equivalent, determined on the date of the incurrence of such
Indebtedness (or, if later, the Issue Date). For purposes of determining
compliance with any United States dollar-denominated restriction on
Indebtedness, if the Indebtedness incurred is denominated in a currency other
than United States dollars, the amount of such Indebtedness shall be the Dollar
Equivalent, determined on the date of the incurrence of such Indebtedness (or,
if later, the Issue Date).

SECTION 4.08. Derivative Transactions.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
enter into any Derivative Transaction other than a Permitted Hedging Transaction
or a Permitted Intra-Group Hedging Transaction.

SECTION 4.09. Limitation on Liens.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind on any property or asset now owned or hereafter acquired, except Permitted
Liens.

SECTION 4.10. Dividends and other Payment Restrictions Affecting Subsidiaries.

(a)      Subject to clause (b) of this Section 4.10, below, the Issuer shall
         not, and shall not permit any of its Subsidiaries to, directly or
         indirectly, create or permit to exist or be or become effective any
         consensual encumbrance or restriction on the ability of any Subsidiary
         of the Issuer to:

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<PAGE>

         (1)      pay dividends or make any other distributions on its Capital
                  Stock to the Issuer or any Subsidiary of the Issuer, or with
                  respect to any other interest or participation in, or measured
                  by, its profits;

         (2)      pay any Indebtedness owed to the Issuer or any Subsidiary of
                  the Issuer;

         (3)      make loans or advances to the Issuer or any Subsidiary of the
                  Issuer; or

         (4)      transfer any of its properties or assets to the Issuer or any
                  Subsidiary of the Issuer.

(b)      The restrictions contained in clause (a) of this Section 4.10, above,
         shall not apply to encumbrances or restrictions existing under or by
         reason of:

         (1)      Permitted Debt that imposes restrictions of the nature
                  described in subclause (4) of clause (a) of this Section 4.10,
                  above;

         (2)      agreements as in effect on the Scheme Launch Date or entered
                  into to give effect to, or otherwise implement, the
                  Restructuring, and any amendments, modifications,
                  restatements, renewals, increases, supplements, refundings,
                  replacements or refinancings of those agreements; provided
                  that the amendments, modifications, restatements, renewals,
                  increases, supplements, refundings, replacements or
                  refinancings are no more restrictive, taken as a whole, with
                  respect to such dividend and other payment restrictions than
                  those contained in those agreements on the Scheme Launch Date
                  or, if any such agreement is entered into or amended to give
                  effect to, or otherwise implement, the Restructuring, on the
                  date of such agreement or amendment;

         (3)      the Indentures, the Senior Notes, the Junior Notes, the
                  Guarantee of the Senior Notes, the Guarantee of the Junior
                  Notes, the Composite Guarantee, the Security Documents and the
                  Security Trust and Intercreditor Deed;

         (4)      any mandatory provision of applicable law;

         (5)      any instrument or agreement of a Person acquired by the Issuer
                  or any Subsidiary of the Issuer as in effect at the time of
                  such acquisition (except to the extent such encumbrance or
                  restriction, or the related instrument or agreement, was
                  created, incurred or assumed in connection with or in
                  contemplation of such acquisition), which encumbrance or
                  restriction is not applicable to any Person, or the properties
                  or assets of any Person, other than the Person, or the
                  property or assets of the Person, so acquired; provided that,
                  in the case of Indebtedness, such Indebtedness was permitted
                  by the terms of this Indenture to be incurred;

         (6)      customary non-assignment or similar provisions in any
                  contract, agreement or undertaking entered into in the
                  ordinary course of business;

         (7)      Purchase Money Obligations for property acquired in the
                  ordinary course of business that impose restrictions on that
                  property of the nature described in subclause (4) of clause
                  (a) of this Section 4.10, above;

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<PAGE>

         (8)      any agreement for the sale or other disposition of a
                  Subsidiary of the Issuer or any assets of the Issuer or any
                  Subsidiary of the Issuer pending sale or other disposition;

         (9)      Permitted Liens;

         (10)     any customary encumbrances or restrictions required by any
                  governmental, local or regulatory authority having
                  jurisdiction over the Issuer or any Subsidiary of the Issuer
                  or any of their businesses in connection with any development
                  grant made or other assistance provided to the Issuer or any
                  Subsidiary of the Issuer by such governmental authorities;

         (11)     with respect to any joint venture formed after the Issue Date
                  in compliance with this Indenture and any Subsidiary of the
                  Issuer that is a co-venturer therein, the terms of the
                  agreements governing such joint venture and the organizational
                  documents of the entities constituting the joint venture;
                  provided, however, that any such encumbrance or restriction
                  (a) is customary in joint venture agreements and (b) will not
                  materially affect the Issuer's and the Guarantors' ability to
                  make principal and interest payments on the Senior Notes and
                  the Junior Notes, as determined by the Board of Directors of
                  the Issuer in good faith at the time of entering into such
                  agreements (and at the time of any amendment, modification,
                  restatement, renewal, supplement or replacement thereof); and

         (12)     the US Working Capital Facility.

SECTION 4.11. Transactions with Affiliates.

(a)      Except as provided below in this Section 4.11, the Issuer shall not,
         and shall not permit any of its Subsidiaries to, directly or
         indirectly, make any payment to, or sell, lease, transfer or otherwise
         dispose of any of its properties or assets to, or purchase any property
         or assets from, or enter into or make or amend any transaction,
         contract, agreement, arrangement, loan, advance or Guarantee with, or
         for the benefit of, any Affiliate (each such transaction individually
         or, where identified as part of a series with one or more other
         transactions, an "AFFILIATE TRANSACTION"), unless:

         (1)      the Affiliate Transaction is entered into in good faith and in
                  writing and is on terms that are no less favorable to the
                  Issuer or such Subsidiary of the Issuer than those that would
                  have been obtained in a comparable transaction by the Issuer
                  or such Subsidiary of the Issuer with an unrelated Person; and

         (2)      the Issuer delivers to the Trustee within ten London Business
                  Days of the relevant Affiliate Transaction:

                  (A)      with respect to any Affiliate Transaction or series
                           of related Affiliate Transactions involving aggregate
                           consideration in excess of L2 million (or the
                           Sterling Equivalent), an Officers' Certificate from
                           two Disinterested Officers of the Issuer certifying
                           that such Affiliate Transaction or series of related
                           Affiliate Transactions complies with subclause (1) of
                           clause (a) of this Section 4.11, above;

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<PAGE>

                  (B)      with respect to any Affiliate Transaction or series
                           of related Affiliate Transactions involving aggregate
                           consideration in excess of L10 million (or the
                           Sterling Equivalent), a resolution of the Board of
                           Directors of the Issuer set forth in an Officers'
                           Certificate certifying that such Affiliate
                           Transaction or series of related Affiliate
                           Transactions complies with this Section 4.11 and that
                           such Affiliate Transaction or series of related
                           Affiliate Transactions has been approved by a
                           majority of the Disinterested Directors of the Board
                           of Directors of the Issuer, or, if there are no
                           Disinterested Directors, by a majority of all members
                           of the Board of Directors of the Issuer; and

                  (C)      with respect to any Affiliate Transaction or series
                           of related Affiliate Transactions involving aggregate
                           consideration in excess of L20 million (or the
                           Sterling Equivalent), a written opinion as to the
                           fairness to the Issuer or such Subsidiary of such
                           Affiliate Transaction or series of related Affiliate
                           Transactions from a financial point of view issued by
                           an accounting, appraisal or investment banking firm
                           of international standing.

(b)      The following items shall not be subject to the foregoing requirements
         of clause (a) of this Section 4.11, above:

         (1)      any transaction between or among the Issuer and/or Non-US
                  Subsidiaries;

         (2)      any transaction between or among US Subsidiaries;

         (3)      any employment, collective bargaining or service agreement
                  entered into by the Issuer or any Subsidiary of the Issuer
                  with any of their respective officers, directors or employees
                  (or any bargaining entities on their behalf) in the ordinary
                  course of business and which is customary in the industry in
                  which the Issuer or such Subsidiary operates;

         (4)      sales of Equity Interests of the Issuer (other than
                  Disqualified Stock) to Affiliates of the Issuer other than any
                  Subsidiary of the Issuer;

         (5)      Restricted Payments that are permitted by Section 4.04
                  (Restricted Payments);

         (6)      Permitted Investments which (other than Permitted Intra-Group
                  Hedging Transactions) are on arm's-length terms;

         (7)      transactions with Affiliates solely in their capacity as
                  holders of Indebtedness of or Equity Interests in the Issuer
                  or any Subsidiary of the Issuer where such Affiliates are
                  treated no more favorably than holders of such Indebtedness or
                  such Equity Interests generally;

         (8)      payment of compensation or reimbursement or advances of
                  expenses by the Issuer or any Subsidiary of the Issuer to
                  their respective officers, directors or employees in the
                  ordinary course of business and which are customary in the
                  industry in which the Issuer or such Subsidiary operates;

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<PAGE>

         (9)      maintenance in the ordinary course of business (and payments
                  required thereby) of benefit programs, or arrangements for
                  employees, officers or directors, including vacation plans,
                  health and life insurance plans, deferred compensation and
                  other stock option plans, directors' and officers'
                  indemnification agreements and retirement or saving plans and
                  similar plans, provided that any such plan or agreement which
                  is entered into or adopted on or after the Scheme Launch Date
                  shall have been approved by a majority of the Disinterested
                  Directors of the Board of Directors of the Issuer, or, if
                  there are no Disinterested Directors, by a majority of all
                  members of the Board of Directors of the Issuer;

         (10)     a Permitted Intra-Group Transfer (and payments required
                  thereby);

         (11)     Permitted Intra-Group Indebtedness (and payments required
                  thereby);

         (12)     supply, purchase or sale transactions with suppliers or
                  purchasers or sellers of goods or services (other than the
                  Issuer and its Subsidiaries), in each case in the ordinary
                  course of business and otherwise in compliance with the terms
                  of this Indenture, which, if initially effected on or after
                  the Issue Date, are fair to the Issuer or such Subsidiary of
                  the Issuer or are on terms (taken as a whole) at least as
                  favorable as might reasonably have been obtained at such time
                  from an unaffiliated party, in the reasonable determination of
                  (a) a majority of the Disinterested Directors of the Board of
                  Directors of the Issuer or, if there are no Disinterested
                  Directors, a majority of all members of the Board of Directors
                  of the Issuer or (b) two Disinterested Officers of the Issuer;

         (13)     the sale or other disposition of inventory and/or related
                  services (and payments related thereto) in the ordinary course
                  of business on an arm's-length basis between or among the
                  Issuer and/or any Non-US Subsidiaries, on the one hand, and
                  any US Subsidiaries, on the other;

         (14)     payments made pursuant to or in relation to an obligation (a)
                  between or among the Issuer and/or its Subsidiaries or (b)
                  between or among the Issuer and/or its Subsidiaries, on the
                  one hand, and any Person in which the Issuer and/or its
                  Subsidiaries own an Equity Interest (other than any such
                  Person that is an Affiliate of a director or officer of the
                  Issuer or any of its Subsidiaries by virtue of such director
                  or officer owning an Equity Interest in such Person), on the
                  other hand, in each case (1) that exists on the Scheme Launch
                  Date, and (2) other than an obligation that constitutes
                  Indebtedness;

         (15)     the provision of administrative, treasury, finance, tax,
                  legal, accounting, human resources, pension and benefits,
                  insurance, risk management, intellectual property, information
                  technology, sales support and other central services to or by
                  the Issuer or one or more Non-US Subsidiaries by or to one or
                  more US Subsidiaries in the ordinary course of business and on
                  an arm's-length basis pursuant to an instrument in writing
                  provided that with respect to any such services provided by
                  any US Subsidiary to the Issuer or a Non-US Subsidiary,
                  services of such type were provided by such US Subsidiary
                  prior to the Issue Date;

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<PAGE>

         (16)     allocation of costs between or among the US Subsidiaries, the
                  Non-US Subsidiaries and/or the Issuer relating to (a) tax,
                  information technology, intellectual property, insurance,
                  audit, real estate, statutory compliance and employee benefit
                  and welfare plans (including health and life insurance plans,
                  deferred compensation and other stock option plans and
                  retirement and savings plans) or (b) any products or services
                  provided by Persons other than the Issuer or any of its
                  Subsidiaries to multiple Group Companies, in the case of each
                  of (a) and (b) pursuant to an instrument in writing;

         (17)     payments made pursuant to or in relation to either (a) trading
                  and other accrued current liabilities existing on the Issue
                  Date or (b) Existing Intercompany Indebtedness; and

         (18)     any spot foreign exchange transaction between or among the
                  Issuer and/or its Subsidiaries.

(c)      The Issuer shall not, and shall not permit any Non-US Subsidiary to,
         enter into or effect any Affiliate Transaction with, or for the benefit
         of, any US Subsidiary other than:

         (1)      an Affiliate Transaction that falls within clause (11), (12)
                  or (14) of the definition of Permitted Intra-Group Transfer,
                  and payments required thereby;

         (2)      an Affiliate Transaction that falls within clause (9), (10),
                  (13), (14) or (15) of the definition of Permitted Intra-Group
                  Indebtedness, and payments required thereby;

         (3)      an Affiliate Transaction that falls within clause (13), (15),
                  (16), (17) or (18) of clause (b) of this Section 4.11, above;

         (4)      payments made pursuant to or in relation to an obligation
                  between or among the Issuer and/or its Subsidiaries that
                  exists on the Scheme Launch Date, other than an obligation
                  that constitutes Indebtedness, provided that if the aggregate
                  of all payments made or to be made on or after the Issue Date
                  pursuant to or in relation to any such obligation exceeds L5
                  million (or the Sterling Equivalent), such obligation shall be
                  set forth in Schedule 6 (Certain Affiliate Transactions)
                  hereto; and

         (5)      an Affiliate Transaction or series of related Affiliate
                  Transactions involving payments, or having a value, of less
                  than L500,000 (or the Sterling Equivalent).

Any Affiliate Transaction permitted by clause (c) of this Section 4.11 shall not
be subject to the restrictions or requirements of clause (a) of this Section
4.11.

SECTION 4.12. Limitation on Sale and Leaseback Transactions.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
enter into any Sale and Leaseback Transaction; provided that the Issuer or any
Subsidiary of the Issuer may enter into a Sale and Leaseback Transaction if:

         (1)      the Issuer or such Subsidiary, as applicable, could have (a)
                  outstanding Indebtedness in an amount equal to the
                  Attributable Debt relating to such Sale

                                     - 84 -

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                  and Leaseback Transaction pursuant to Section 4.07 (Limitation
                  on Indebtedness and Preferred Stock), provided that the
                  aggregate amount of such Attributable Debt outstanding at any
                  time shall not exceed L27 million (or the Sterling Equivalent)
                  and (b) incurred a Lien to secure such Indebtedness pursuant
                  to Section 4.09 (Limitation on Liens);

         (2)      the gross cash proceeds of that Sale and Leaseback Transaction
                  are at least equal to the Fair Market Value of the property
                  that is the subject of that Sale and Leaseback Transaction, as
                  determined in good faith by the Board of Directors of the
                  Issuer and, if such proceeds exceed L10 million, the Issuer
                  shall deliver an Officers' Certificate to the Trustee
                  certifying such determination by the Board of Directors of the
                  Issuer; and

         (3)      the transfer of assets in that Sale and Leaseback Transaction
                  is not restricted by, or if applicable the Issuer applies the
                  proceeds of such transaction in compliance with, Section 4.03
                  (Asset Sales).

SECTION 4.13. Limitation on Issuances and Sales of Equity Interests in
Subsidiaries.

         Except as provided below in this Section 4.13, the Issuer shall not,
and shall not permit any of its Subsidiaries to, transfer, convey, sell or
otherwise dispose of any Equity Interests in any Subsidiary of the Issuer to any
Person (other than, in the case of Equity Interests in a Non-US Subsidiary, to
the Issuer or a Non-US Subsidiary or, in the case of Equity Interests in a US
Subsidiary, to a US Subsidiary, or in any case to the extent necessary to comply
with any applicable law or regulation), unless (1) such transfer, conveyance,
sale or other disposition is of all the Equity Interests in such Subsidiary
(except in the case of a Subsidiary of the Issuer that is not a Wholly-Owned
Subsidiary of the Issuer on the Issue Date, in which case the Issuer or a
Subsidiary of the Issuer may transfer, convey, sell or otherwise dispose of any
Equity Interest of such Subsidiary) and the Net Proceeds from such transfer,
conveyance, sale or other disposition are applied in accordance with Section
4.03 (Asset Sales) or (2) such transfer, conveyance, sale or other disposition
is either a Restricted Payment that is permitted to be made in accordance with
Section 4.04 (Restricted Payments) or a Permitted Investment.

         In addition, the Issuer shall not permit any of its Subsidiaries to
issue any of their respective Equity Interests (other than shares of Capital
Stock constituting directors' qualifying shares or otherwise to the extent
necessary to comply with any applicable law or regulation) to any Person other
than (1) in the case of the issuance of Equity Interests by a Non-US Subsidiary,
an issuance to the Issuer or a Non-US Subsidiary, (2) in the case of the
issuance of Equity Interests by a US Subsidiary, an issuance to a US Subsidiary
or an issuance of Equity Interests of the US Parent to FS Holdings Corp., (3) an
issuance by a Subsidiary of the Issuer to an existing holder of Capital Stock of
such Subsidiary pursuant to legal or contractual requirements applicable to such
Subsidiary in an amount that is no greater than is contractually or legally
required for such holder, provided that after giving effect to such issuance
such Subsidiary remains a Subsidiary of the Issuer or (4) an issuance that is
either a Restricted Payment that is permitted to be made in accordance with
Section 4.04 (Restricted Payments) or a Permitted Investment.

         The Issuer shall not permit any Subsidiary, any of the Equity Interests
of which constitute Transaction Security, to issue any additional Equity
Interests to the Issuer or any

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other Subsidiary of the Issuer unless the Issuer or such other Subsidiary takes
all steps necessary to cause such additional Equity Interests also to constitute
Transaction Security pursuant to a Security Document governed by the law of the
jurisdiction in which the issuing Subsidiary is organized.

SECTION 4.14. Guarantor Coverage Requirements.

(a)      Subject to clause (c) of this Section 4.14, below, the Issuer shall
         ensure that the following requirements are met as of the end of the
         second fiscal quarter and the fourth fiscal quarter of each fiscal year
         of the Issuer commencing with the quarter ending September 30, 2003
         (each a "SEMI-ANNUAL TEST DATE") and as of any date on which the Issuer
         or any of its Subsidiaries acquires from, or disposes of to, any Person
         (other than the Issuer or any of its Subsidiaries) any Significant
         Subsidiary (or assets, properties or rights that would, if held by a
         single Subsidiary of the Issuer, constitute a Significant Subsidiary),
         other than any date on or prior to September 30, 2003 on which the
         Issuer or any of its Subsidiaries consummates a disposition of the
         North American Access Business (each such date an "INTERIM TEST DATE"
         and, together with the Semi-Annual Test Dates, the "GUARANTOR TEST
         DATES"):

         (1)      if any of (a) the aggregate of the unconsolidated Total
                  Assets, (b) the aggregate of the unconsolidated External
                  Assets, (c) the aggregate of the unconsolidated External Sales
                  or (d) commencing as of March 31, 2005, the aggregate of the
                  unconsolidated EBITDA of all of the Guarantors as of any
                  Guarantor Test Date (other than, with respect to Interim Test
                  Dates only, unconsolidated Total Assets, which shall not be
                  tested as of such Interim Test Dates) are less than 80% of the
                  (w) aggregate of the unconsolidated Total Assets of the Issuer
                  and each of its Subsidiaries or the (x) consolidated External
                  Assets, (y) consolidated External Sales or (z) Consolidated
                  EBITDA, respectively, of the Issuer and its Subsidiaries,
                  taken as a whole, as of such Guarantor Test Date, the Issuer
                  shall procure that, on or prior to the applicable Guarantor
                  Certification Date (as defined below), sufficient Additional
                  Guarantor(s) execute and deliver a supplemental indenture to
                  this Indenture in form and substance reasonably satisfactory
                  to the Trustee pursuant to which they become Guarantors of the
                  Senior Notes such that each of (a) the aggregate of the
                  unconsolidated Total Assets, (b) the aggregate of the
                  unconsolidated External Assets, (c) the aggregate of the
                  unconsolidated External Sales and (d) from and after March 31,
                  2005, the aggregate of the unconsolidated EBITDA of all of the
                  Guarantors are not less than 80% of the (w) aggregate of the
                  unconsolidated Total Assets of the Issuer and each of its
                  Subsidiaries and the (x) consolidated External Assets, (y)
                  consolidated External Sales and (z) Consolidated EBITDA,
                  respectively, of the Issuer and its Subsidiaries, taken as a
                  whole, as of such Guarantor Test Date; and

         (2)      if any Subsidiary of the Issuer that is not a Guarantor would
                  be a Significant Subsidiary as of any Guarantor Test Date
                  (other than, with respect to Interim Test Dates only, a
                  Subsidiary that would be a Significant Subsidiary by virtue of
                  its unconsolidated Total Assets, which shall not be tested as
                  of such Interim Test Dates) then, on or prior to the
                  applicable Guarantor Certification Date, any

                                     - 86 -

<PAGE>

                  such Subsidiary shall execute and deliver a supplemental
                  indenture to this Indenture in form and substance reasonably
                  satisfactory to the Trustee pursuant to which such Subsidiary
                  becomes a Guarantor of the Senior Notes.

(b)      As of the end of the second fiscal quarter and the fourth fiscal
         quarter of each fiscal year of the Issuer, and as of each other
         Guarantor Test Date, the Issuer shall deliver, within the applicable
         time period after the end of each such fiscal quarter or fiscal year
         (in the case of the fourth fiscal quarter) during which a domestic US
         issuer that is an "accelerated filer" would be required to file an
         annual report on Form 10-K (in the case of the fourth fiscal quarter)
         or a quarterly report on Form 10-Q (in the case of the second fiscal
         quarter), as applicable, by the rules and regulations of the SEC from
         time to time in effect (but in no event later than the date on which
         the Issuer publicly releases its annual and quarterly consolidated
         financial statements for such periods), and within 30 days after each
         other Guarantor Test Date (each such foregoing date being a "GUARANTOR
         CERTIFICATION DATE"), to the Trustee, an Officers' Certificate stating
         whether or not the Issuer is in compliance with subclauses (1) and (2)
         of clause (a) of this Section 4.14, above, and setting forth the
         calculations required by this Section 4.14 as of the applicable
         Guarantor Test Date and the basis on which such calculations were made.
         For the avoidance of doubt, Additional Guarantors may enter into the
         Guarantee of the Senior Notes irrespective of the above tests being
         met.

(c)      For the purposes of this Section 4.14:

         (1)      for purposes of the calculations required to be made pursuant
                  to subclause (1) of clause (a) of this Section 4.14 and
                  subclause (2) of this clause (c), the phrase "all of the
                  Guarantors" shall include the Issuer;

         (2)      (i) the aggregate of the unconsolidated Total Assets, (ii) the
                  aggregate of the unconsolidated External Assets, (iii) the
                  aggregate of the unconsolidated External Sales and (iv) the
                  aggregate of the unconsolidated EBITDA of all of the
                  Guarantors that have not provided any Transaction Security may
                  not account for more than 5% of the (w) aggregate of the
                  unconsolidated Total Assets of the Issuer and each of its
                  Subsidiaries or the (x) consolidated External Assets, (y)
                  consolidated External Sales or (z) Consolidated EBITDA,
                  respectively, of the Issuer and its Subsidiaries, taken as a
                  whole, as of any Guarantor Test Date;

         (3)      the unconsolidated Total Assets, unconsolidated External
                  Assets, unconsolidated External Sales and unconsolidated
                  EBITDA of a Subsidiary of the Issuer as of any date will be
                  determined from the accounting records upon which the latest
                  consolidated financial statements of the Issuer and its
                  Subsidiaries have been based and, in the case of
                  unconsolidated EBITDA and unconsolidated External Sales, for
                  the period consisting of the four fiscal quarters ended on or
                  (in the case of an Interim Test Date) prior to the Guarantor
                  Test Date (or, in the case of unconsolidated EBITDA for any
                  Guarantor Test Date prior to December 31, 2005, the period
                  consisting of each completed fiscal quarter of the Issuer
                  commencing on or after January 1, 2005);

                                     - 87 -

<PAGE>

         (4)      if a Person becomes a Subsidiary of the Issuer after the date
                  as of which the latest consolidated financial statements of
                  the Issuer and its Subsidiaries have been prepared, the
                  unconsolidated Total Assets, unconsolidated External Assets,
                  unconsolidated External Sales and unconsolidated EBITDA of
                  that Subsidiary will be determined from such Subsidiary's
                  latest financial statements, and in the case of unconsolidated
                  EBITDA and unconsolidated External Sales, for the period
                  consisting of the four fiscal quarters ended on or (in the
                  case of an Interim Test Date) prior to the Guarantor Test Date
                  (or, in the case of unconsolidated EBITDA for any Guarantor
                  Test Date prior to December 31, 2005, the period consisting of
                  each completed fiscal quarter of the Issuer commencing on or
                  after January 1, 2005);

         (5)      the aggregate of the unconsolidated Total Assets of the Issuer
                  and each of its Subsidiaries, and the consolidated External
                  Assets, consolidated External Sales and Consolidated EBITDA of
                  the Issuer and its Subsidiaries, taken as a whole, will be
                  determined from the Issuer's latest consolidated financial
                  statements, and, in the case of consolidated External Sales
                  and Consolidated EBITDA, for the period consisting of the four
                  fiscal quarters ended on or (in the case of an Interim Test
                  Date) prior to the Guarantor Test Date (or, in the case of
                  Consolidated EBITDA for any Guarantor Test Date prior to
                  December 31, 2005, the period consisting of each completed
                  fiscal quarter of the Issuer commencing on or after January 1,
                  2005), adjusted (where appropriate) to reflect the Total
                  Assets, External Assets, External Sales and EBITDA of any
                  Significant Subsidiary (or assets, properties or rights that
                  would, if held by a single Subsidiary of the Issuer,
                  constitute a Significant Subsidiary) that has been
                  subsequently disposed of or acquired; and

         (6)      the Issuer shall not be obliged to meet the requirements of
                  subclause (2) of clause (a) of this Section 4.14 in respect of
                  any Subsidiary of the Issuer that would otherwise be required
                  to provide a Guarantee of the Senior Notes thereunder if:

                  (i)      such Subsidiary cannot provide a Guarantee of the
                           Senior Notes by reason of any legal or regulatory
                           impediment which is beyond the reasonable control of
                           the Issuer and its Subsidiaries;

                  (ii)     such Subsidiary cannot provide a Guarantee of the
                           Senior Notes by reason of any contractual restriction
                           or obligation in effect prior to the Scheme Launch
                           Date, provided that the Issuer certifies in the
                           Officers' Certificate required to be delivered by
                           this subclause (6) of clause (c) of this Section 4.14
                           that such restriction or obligation was in existence
                           prior to the Scheme Launch Date;

                  (iii)    in respect of any Person that becomes a Subsidiary of
                           the Issuer after the Issue Date, such Subsidiary
                           cannot meet such requirements by reason of any
                           contractual restriction or obligation that was in
                           existence when that Person became a Subsidiary of the
                           Issuer, provided that such contractual restriction or
                           obligation was not created in contemplation of or in

                                     - 88 -

<PAGE>

                           connection with that Person becoming a Subsidiary of
                           the Issuer and such restriction or obligation
                           continues in effect; or

                  (iv)     there is any material risk that the directors of such
                           Subsidiary could be held to be in breach of
                           applicable corporate, criminal or other law as a
                           result of such Subsidiary providing a Guarantee of
                           the Senior Notes.

                  The Issuer shall deliver an Officers' Certificate to the
                  Trustee supplying details of the relevant Subsidiary of the
                  Issuer and the relevant circumstances affecting such
                  Subsidiary no later than the applicable Guarantor
                  Certification Date in the event that any such Subsidiary does
                  not provide a Guarantee of the Senior Notes by virtue of this
                  subclause (6) of clause (c) of this Section 4.14.

SECTION 4.15. Requirements with respect to Additional Guarantors.

(a)      The Issuer shall ensure that any of its Subsidiaries that Guarantees
         any of the Senior Notes after the Issue Date:

         (1)      executes and delivers supplemental indentures to this
                  Indenture and, if at such time there are any Junior Notes
                  Outstanding (within the meaning of the Junior Note Indenture),
                  the Junior Note Indenture pursuant to which it becomes a
                  Guarantor of the Senior Notes and, if at such time there are
                  any Junior Notes Outstanding (within the meaning of the Junior
                  Note Indenture), the Junior Notes, in each case, in form and
                  substance reasonably satisfactory to the applicable Note
                  Trustee;

         (2)      executes and delivers a Guarantee of the Senior Notes and, if
                  at such time there are any Junior Notes Outstanding (within
                  the meaning of the Junior Note Indenture), a Guarantee of the
                  Junior Notes in form and substance reasonably satisfactory to
                  the Junior Note Trustee (which, for the avoidance of doubt,
                  may be an accession letter to such Guarantee), and an
                  accession letter to the Composite Guarantee in form and
                  substance reasonably satisfactory to the Security Trustee; and

         (3)      becomes a party to the Security Trust and Intercreditor Deed
                  and the Agency Agreement.

(b)      On or prior to the date on which any Additional Guarantor executes a
         supplemental indenture to this Indenture to Guarantee the Senior Notes
         and, if at such time there are any Junior Notes Outstanding (within the
         meaning of the Junior Note Indenture), a supplemental indenture to the
         Junior Note Indenture to Guarantee the Junior Notes, the Issuer shall,
         and shall procure that its relevant Subsidiaries (including the
         Additional Guarantor), execute and deliver to the Security Trustee, on
         behalf of the Note Trustees (for the benefit of the Holders of the
         Senior Notes and, if at such time there are any Junior Notes
         Outstanding (within the meaning of the Junior Note Indenture) the
         holders of the Junior Notes) and the other Secured Creditors, Security
         Documents that provide security (the "NEW SECURITY") for the
         obligations of such Additional Guarantor under its Guarantee of the
         Senior Notes, its Guarantee of the Junior Notes and its Guarantee of
         the other Secured Obligations, which complies with the requirements set
         forth in this Section

                                     - 89 -

<PAGE>

         4.15, including subclauses (1) to (8) of clause (c) of this Section
         4.15. The Issuer shall deliver, on each date on which an Additional
         Guarantor executes a supplemental indenture to this Indenture and a
         Guarantee of the Senior Notes, to the Trustee an Officers' Certificate
         stating that the Issuer and its relevant Subsidiaries have complied
         with this Section 4.15 and an Opinion of Outside Counsel in form and
         substance reasonably satisfactory to the Trustee with respect to the
         validity of such Guarantee of the Senior Notes and any New Security.
         For the avoidance of doubt, the requirements of this Section 4.15 shall
         not apply with respect to the execution of any supplemental indenture
         to this Indenture pursuant to Section 4.39 (Accession of Italian
         Guarantor).

         The New Security shall be subject to the general principles in
subclause (4) of clause (c) of this Section 4.15, below, and shall consist of:

         (1)      share pledges over the Equity Interests in such Additional
                  Guarantor;

         (2)      fixed security over any key freehold or leasehold real
                  property (determined by reference to whether such property is
                  key to the business of the Group as a whole) owned or leased
                  by such Additional Guarantor;

         (3)      with respect to any Additional Guarantor that is incorporated
                  or organized under the laws of England, the Republic of
                  Ireland, any state of the United States, Australia, Canada or
                  Hong Kong or any other jurisdiction in which a floating charge
                  (or similar security) is recognized, floating charges (or
                  similar types of security) over all or substantially all of
                  the assets of such Additional Guarantor; and

         (4)      with respect to any Additional Guarantor that is incorporated
                  or organized under the laws of Italy, Germany or any other
                  jurisdiction in which a floating charge (or similar security)
                  is not recognized, security over all material assets
                  (including Equity Interests in any Wholly-Owned Subsidiary of
                  such Additional Guarantor that is directly owned by such
                  Additional Guarantor, receivables, bank accounts, Intellectual
                  Property and movables) of such Additional Guarantor.

         In addition, the Issuer shall, and shall cause each of its relevant
Subsidiaries to, take all necessary action to ensure that the organizational
documents of any Subsidiary of the Issuer whose Equity Interests are the subject
of a share pledge (other than a floating charge or its equivalent) constituting
New Security (including, for the avoidance of doubt, any agreements between or
among the owners of such Equity Interests) shall not contain any restrictions or
limitations on the transfer of the pledged Equity Interests pursuant to any
enforcement of such share pledge, other than (i) to the extent (and only to the
extent) required by applicable law or (ii) in the case of any Subsidiary all of
the outstanding Voting Stock of which (other than directors' qualifying shares)
is not owned, directly or indirectly, by the Issuer and its Subsidiaries, (A) to
the extent that the Issuer and its Subsidiaries do not, in the aggregate,
possess the requisite voting power or contractual rights to ensure that the
organizational documents of such Subsidiary do not contain any such restrictions
or limitations or (B) the Issuer reasonably believes that the elimination of any
such restrictions or limitations from the organizational documents of such
Subsidiary would be prejudicial to the commercial interests of the Issuer and
its Subsidiaries in such Subsidiary.

                                     - 90 -

<PAGE>

(c)      For the purposes of clause (b) of this Section 4.15:

         (1)      Share Pledges. With respect to share pledges over Equity
                  Interests, unless required by applicable law as the only means
                  of procuring a security interest, but provided also that the
                  Security Trustee shall not be required to accept such transfer
                  if it may be prejudiced thereby, the taking of security shall
                  not require transfer of legal title to the pledged Equity
                  Interests to the Security Trustee. Until the occurrence of an
                  Enforcement Event, (a) the pledgor of Equity Interests
                  constituting New Security shall be permitted to exercise
                  voting rights with respect to the Equity Interests pledged in
                  such manner as it sees fit, provided that such exercise would
                  not constitute a default under any Relevant Document; (b) the
                  pledgor of the Equity Interests constituting the New Security
                  shall be permitted to receive and retain dividends and other
                  distributions on such Equity Interests except to the extent
                  otherwise required by Section 4.03 (Asset Sales); and (c) to
                  the extent that legal title to the pledged Equity Interests is
                  vested in the Security Trustee, the documentation of the
                  pledge of such Equity Interests shall provide that the
                  Security Trustee, as the holder of such Equity Interests,
                  shall (subject to the terms of the Security Trust and
                  Intercreditor Deed) be required to pay all dividends and
                  distributions on such Equity Interests and exercise all voting
                  and other rights with respect to such Equity Interests in such
                  manner as the pledgor of such Equity Interests may reasonably
                  direct, provided that any such action by the Security Trustee
                  would not result in a default under any Relevant Document.

         (2)      Bank Accounts. With respect to bank accounts, all security
                  over such accounts shall permit the relevant Additional
                  Guarantor to operate those accounts freely without reference
                  to the Security Trustee prior to a notice being delivered by
                  the Security Trustee to such Additional Guarantor following
                  the occurrence of an Enforcement Event or an Insolvency Event
                  of Default (as such term is defined in the Security Trust and
                  Intercreditor Deed) or, if the Security Trustee is instructed
                  to do so pursuant to the Security Trust and Intercreditor
                  Deed, at any time after the occurrence of any Event of Default
                  which is continuing.

         (3)      Notification/Perfection Requirements. With respect to security
                  over the following assets, the notification/perfection
                  requirement shall be as follows:

                  (a)      Initial Notification/Perfection Requirements: In
                           relation to any jurisdiction where New Security is to
                           be provided, the relevant Additional Guarantor shall
                           (where such action is required for the creation,
                           continued effectiveness or perfection of the New
                           Security), on the date such Additional Guarantor
                           executes any Relevant Document:

                           (i)      procure the endorsement of the share pledge
                                    on the Additional Guarantor's and relevant
                                    Wholly-Owned Subsidiaries' share register or
                                    share certificates or deliver share
                                    certificates or blank stock transfer forms
                                    and satisfy any other notification or
                                    perfection requirements;

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<PAGE>

                           (ii)     provide a list of bank accounts and serve
                                    notices of the creation of the relevant
                                    security interest (or permit the Security
                                    Trustee to serve notices) to account banks;

                           (iii)    (in Italy and Germany and in any other
                                    jurisdiction the law of which may impose
                                    similar obligations on an Additional
                                    Guarantor) send to the Security Trustee
                                    details of pledged receivable claims;

                           (iv)     where relevant, notify the insurer of the
                                    assignment or charge of an insurance policy;
                                    and

                           (v)      deliver to the Security Trustee real estate
                                    documents of title.

                  (b)      Ongoing Notification/Perfection Requirements in
                           Italy:

                           Any Additional Guarantor organized or incorporated
                           under the laws of Italy shall, (A) within ten (10)
                           London Business Days of the end of each calendar
                           quarter, provide to the Security Trustee, (x) the
                           most recent monthly bank statements from each account
                           bank and (y) a list of all receivable claims together
                           with contact details of all debtors, and (B) within
                           ten (10) London Business Days of the acquisition of
                           any shares, carry out the steps required to perfect
                           security over future shareholdings.

                  Any Additional Guarantor incorporated under the law of any
                  other jurisdiction where similar on-going requirements apply
                  to the creation, continued effectiveness or perfection of New
                  Security shall comply with such requirements.

         (4)      General Principles. Subject to the terms of the Security Trust
                  and Intercreditor Deed, any security shall (to the extent
                  legally possible and without the Security Trustee or the
                  directors of the relevant Subsidiary of the Issuer being
                  exposed to material personal risk) secure the obligations of
                  such Additional Guarantor under the Relevant Documents and
                  shall (to the extent legally possible and subject to the other
                  provisions below) create valid, perfected and first priority
                  security over such assets.

                  With regard to any security to be provided by an Additional
                  Guarantor, due regard shall be had to:

                  (a)      any risk that the Security Trustee or the directors
                           of a Subsidiary of the Issuer being asked to provide
                           or receive, as the case may be, security could be
                           held to be in breach of applicable corporate,
                           criminal or other law in providing such security;

                  (b)      the practicality and costs involved in taking any
                           such security;

                  (c)      the value of the proposed security to the Secured
                           Creditors in light of the whole of the security
                           already provided to them at such time; and

                  (d)      legitimate operational requirements of the Additional
                           Guarantor;

                                     - 92 -
<PAGE>

                  provided that if security is to be provided by an Additional
                  Guarantor in any jurisdiction where security has been taken on
                  the Issue Date, such Additional Guarantor shall grant the same
                  types of security (assuming such Additional Guarantor has the
                  same types of assets) pursuant to the same form of
                  documentation (to the extent reasonably practicable) in such
                  jurisdiction as the Guarantors organized or incorporated in
                  that jurisdiction as of the Issue Date unless there has been
                  an amendment to or change in the laws, regulations or rulings
                  of such jurisdiction, or any amendment to or change in any
                  position concerning the administration, application or
                  interpretation of such laws, regulations or rulings, which
                  amendment or change has become effective on or after the Issue
                  Date and is relevant to the granting of security in such
                  jurisdiction (in which case the security granted by such
                  Additional Guarantor and the documentation, as applicable,
                  shall take into account any such amendment or change).

                  In the event that the terms of this Indenture, the Junior Note
                  Indenture, the Senior Notes and the Junior Notes do not
                  restrict the freedom of an Additional Guarantor to deal in
                  assets over which security has been granted, the Additional
                  Guarantor shall have freedom to deal under the terms of the
                  Security Documents granting New Security.

         (5)      Security Trustee. To the extent possible, all security shall
                  be granted in favor of the Security Trustee and not other
                  Secured Creditors individually. "Parallel debt" provisions
                  shall be used, which provisions shall be as contained in the
                  Security Trust and Intercreditor Deed and not the Security
                  Documents granting New Security. To the extent possible, no
                  action shall be required to be taken in relation to New
                  Security when any Secured Creditor transfers any of its
                  participation in any Relevant Document to another Person.

         (6)      No Commercial Provisions. The provisions of the Security
                  Documents granting New Security shall operate only so as to
                  create and preserve effective security and shall not impose
                  commercial undertakings or include any provisions which are
                  credit protections or which seek to preserve the value of
                  assets, unless those are legally required for the creation,
                  continued effectiveness or perfection of the New Security.
                  Representations and further assurance provisions shall be
                  included in the Security Documents granting New Security to
                  the extent necessary or desirable to create security under
                  applicable law. Additional undertakings shall only be included
                  if they will not unduly interfere with the normal running of
                  the business of such Additional Guarantor.

         (7)      Enforcement. All Transaction Security shall only be
                  enforceable upon an Enforcement Event. Security Documents
                  granting New Security shall include any limitations on
                  enforcement of security which are needed in order to give
                  effect to the general principles in subclause (4) of this
                  clause (c) of this Section 4.15.

         (8)      Release of Security. The circumstances under which the
                  Security Trustee shall be required to release New Security,
                  which shall be as set forth in the Security

                                     - 93 -

<PAGE>

                  Trust and Intercreditor Deed, shall not be included in the
                  Security Documents granting New Security unless pursuant to
                  applicable law those provisions must be set forth in such
                  Security Documents in order to give effect to the provisions
                  set forth in the Security Trust and Intercreditor Deed or
                  required by applicable law and any such provisions in any
                  Security Document shall be consistent with those set forth in
                  the Security Trust and Intercreditor Deed.

SECTION 4.16. Release of Guarantees and Collateral.

         Subject to the terms of the Security Trust and Intercreditor Deed, the
Guarantee of the Senior Notes by any Guarantor under this Indenture, and the
Transaction Security that secures such Guarantor's obligation under the
Guarantee of the Senior Notes, shall be released upon a sale or other
disposition of all of the Equity Interests of such Guarantor by the Issuer or a
Subsidiary of the Issuer, in compliance, to the extent applicable, with Section
4.03 (Asset Sales). In addition, subject to the terms of the Security Trust and
Intercreditor Deed, each of the Guarantors shall be discharged from its
obligations in respect of its Guarantee of the Senior Notes in the circumstances
set forth in Section 9.01 (Satisfaction and Discharge).

         Subject to the terms of the Security Trust and Intercreditor Deed, the
Transaction Security shall be released upon the sale or other disposition of the
assets constituting such Transaction Security by the Issuer or any of its
Subsidiaries in compliance, to the extent applicable, with Section 4.03 (Asset
Sales).

         Notwithstanding the foregoing, the Guarantee of the Senior Notes by
MCHI and any Transaction Security related thereto shall be released at the
request of the Issuer upon certification provided by the Issuer to the Security
Trustee, the Trustee and Junior Note Trustee that, subject to such releases,
MCHI has completed all distributions to the stockholders of MCHI pursuant to and
in accordance with the MCHI Plan of Liquidation and Dissolution.

SECTION 4.17. Limitation on Issuances of Guarantees of Indebtedness.

         The Issuer shall not permit any of its Subsidiaries that is not a
Guarantor to, directly or indirectly, Guarantee any Indebtedness of the Issuer
or any Guarantor unless such Subsidiary simultaneously executes and delivers a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee providing for the Guarantee of all Outstanding Senior Notes by such
Subsidiary, which Guarantee will, subject to the terms of the Security Trust and
Intercreditor Deed, be at least pari passu with such Subsidiary's Guarantee of
such other Indebtedness and be secured by New Security in accordance with the
principles set forth in Section 4.15 (Requirements with respect to Additional
Guarantors).

         The requirements in this Section 4.17 shall not apply to any
counter-indemnity obligation permitted by clause (11), (12), (14) or (15) of the
definition of Permitted Intra-Group Indebtedness.

SECTION 4.18. Restrictions on Amendments.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
(1) amend, modify or alter the Security Trust and Intercreditor Deed except as
provided for in the Security Trust and Intercreditor Deed or (2) amend, modify
or supplement the Junior Note Indenture, the Junior Notes or the Guarantee of
the Junior Notes while any Senior Notes are Outstanding, other than

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<PAGE>

(a) to give effect to required amendments to the Junior Notes and/or the Junior
Note Indenture as a result of amendments made to the Senior Notes and/or this
Indenture pursuant to the provisions of Section 6.05 (Certain Amendments and
Waivers Binding on the Junior Notes), (b) to amend or supplement the Junior Note
Indenture, the Junior Notes or the Guarantee of the Junior Notes in the manner
specified in any of clauses (2), (3), (4), (5) or (6) of the first paragraph in
Section 10.02 (Supplemental Indentures Without Consent of Holders) of the Junior
Note Indenture or (c) with the prior written consent of the Trustee.

SECTION 4.19. Limitation on Business Activities.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
engage in any business other than Permitted Businesses.

SECTION 4.20. SEC Reports; Other Information.

(a)      Whether or not required by the SEC, the Issuer will file with or
         furnish to the SEC and furnish to the Trustee:

         (1)      from and after September 30, 2003, within the applicable
                  period required for domestic US issuers that are "accelerated
                  filers" by the rules and regulations of the SEC:

                  (i)      annual reports on Form 10-K (or any successor form)
                           in respect of each of the Issuer's fiscal years,
                           commencing with the fiscal year ended March 31, 2004,

                  (ii)     quarterly reports on Form 10-Q (or any successor
                           form) in respect of the first three fiscal quarters
                           of each of the Issuer's fiscal years, commencing with
                           the fiscal quarter ended September 30, 2003, and

                  (iii)    whenever the rules and regulations of the SEC would
                           require the Issuer, if it were a domestic US issuer
                           with equity securities registered pursuant to Section
                           12(b) of the US Exchange Act, to file a current
                           report on Form 8-K, a report on Form 6-K or 8-K (or
                           any successor form to either such form) containing
                           the information that would be required to be filed on
                           Form 8-K if the Issuer were so required to file Form
                           8-K (or any successor form to such form),

                  in the case of each of (i) and (ii) containing:

                  (A)      the information required to be contained therein (or
                           required in such successor form) as if the Issuer
                           were a domestic US issuer with equity securities
                           registered pursuant to Section 12(b) of the US
                           Exchange Act and were not a "foreign private issuer"
                           as such term is defined by Rule 3b-4 under the US
                           Exchange Act including, for the avoidance of doubt,
                           in the case of Form 10-Ks and 10-Qs, consolidated
                           income statements, consolidated balance sheets and
                           consolidated statements of cash flows, in each case
                           prepared in accordance with US GAAP, together with a
                           "Management's Discussion and Analysis of Financial
                           Condition and Results of Operations" that meets the
                           requirements of Item 303 of

                                     - 95 -

<PAGE>

                           Regulation S-K ("MD&A") and includes a discussion of
                           segment information;

                  (B)      certifications applicable to such filings of the
                           principal executive officer or officers and the
                           principal financial officer or officers or persons
                           performing similar functions ("EXECUTIVE OFFICERS")
                           of the Issuer required under Sections 302 and 906 of
                           the US Sarbanes-Oxley Act of 2002 as amended from
                           time to time (or any successor law) and any rules and
                           regulations adopted thereunder by the SEC or any
                           governmental authority as if the Issuer were a
                           domestic US issuer with equity securities registered
                           pursuant to Section 12(b) of the US Exchange Act and
                           were not a "foreign private issuer"; and

                  (C)      prior to the date on which all previously issued
                           Junior Notes have been repaid in full and there are
                           no outstanding Obligations under the Junior Notes or
                           the Junior Note Indenture, the following supplemental
                           information:

                           (1)      consolidated income statements, consolidated
                                    balance sheets and consolidated statements
                                    of cash flows, in each case prepared in
                                    accordance with US GAAP, in respect of each
                                    of (x) the Issuer and its Non-US
                                    Subsidiaries and (y) the US Parent and its
                                    Subsidiaries; provided that the Issuer shall
                                    not be required to include consolidated
                                    financial statements for the Issuer and its
                                    Non-US Subsidiaries or the US Parent and its
                                    Subsidiaries as of any date prior to April
                                    1, 2003 or for any period prior to the
                                    fiscal quarter commencing on April 1, 2003;
                                    and

                           (2)      an MD&A for each of (x) the Issuer and its
                                    Non-US Subsidiaries and (y) the US Parent
                                    and its Subsidiaries, provided that, in
                                    respect of reports relating to fiscal
                                    periods ending on or prior to March 31, 2004
                                    such MD&A will be required to include
                                    discussions of the material changes in
                                    financial condition and results of
                                    operations as of or for the fiscal quarter
                                    then ended from the financial condition and
                                    results of operations as of or for the
                                    previous fiscal quarter instead of as of or
                                    for the corresponding fiscal quarter in the
                                    fiscal year ended March 31, 2003;

                  and in the case of (iii) containing:

                  the information required to be contained therein as if the
                  Issuer were a foreign private issuer except (i) with respect
                  to information required by Item 7 of Form 8-K or any successor
                  or additional provision requiring or relating to the
                  furnishing of financial statements, which shall be prepared as
                  if the Issuer were a domestic US issuer with equity securities
                  registered pursuant to Section 12(b) of the US Exchange Act
                  and were not a foreign private issuer, or (ii) to the extent
                  otherwise required if the Issuer is not actually a foreign
                  private issuer at such time.

                                     - 96 -

<PAGE>

         (2)      within 90 days after the Issuer's fiscal year ending March 31,
                  2003, an annual report on Form 20-F containing:

                  (i)      consolidated income statements, consolidated balance
                           sheets and consolidated cash flow statements of the
                           Issuer and its Subsidiaries prepared in accordance
                           with either (x) Floating UK GAAP, consistently
                           applied, and reconciled to US GAAP in accordance with
                           the requirements of Item 18 of Form 20-F or (y) US
                           GAAP (but with any financial statement schedules
                           prepared in accordance with Floating UK GAAP,
                           consistently applied);

                  (ii)     all non-financial statement disclosures required by
                           Form 10-K that are not otherwise required to be
                           contained in Form 20-F, as if the Issuer were a
                           domestic US issuer required to file such Form 10-K
                           and were not a "foreign private issuer", other than
                           quarterly financial data required by Item 302 of
                           Regulation S-K; and

                  (iii)    certifications of Executive Officers of the Issuer
                           required under Sections 302 and 906 of the US
                           Sarbanes-Oxley Act of 2002 as amended from time to
                           time (or any successor law) and any rules and
                           regulations adopted thereunder by the SEC or any
                           governmental authority that are applicable to Form
                           10-K as if the Issuer were a domestic US issuer with
                           equity securities registered pursuant to Section
                           12(b) of the US Exchange Act and were not a "foreign
                           private issuer";

         (3)      within 60 days after the Issuer's fiscal quarter ending June
                  30, 2003, a quarterly report on Form 6-K containing:

                  (i)      consolidated financial statements of the Issuer and
                           its Subsidiaries prepared in accordance with either
                           (x) Floating UK GAAP, consistently applied, and
                           reconciled to US GAAP in accordance with the
                           requirements of Item 18 of Form 20-F or (y) US GAAP
                           (but with any financial statement schedules prepared
                           in accordance with Floating UK GAAP, consistently
                           applied);

                  (ii)     all non-financial statement disclosures required by
                           Form 10-Q as if the Issuer were a domestic US issuer
                           required to file such form and were not a "foreign
                           private issuer"; and

                  (iii)    certifications of Executive Officers of the Issuer
                           required under Sections 302 and 906 of the US
                           Sarbanes-Oxley Act of 2002 as amended from time to
                           time (or any successor law) and any rules and
                           regulations adopted thereunder by the SEC or any
                           governmental authority that are applicable to Form
                           10-Q as if the Issuer were a domestic US issuer with
                           equity securities registered pursuant to Section
                           12(b) of the US Exchange Act and were not a "foreign
                           private issuer".

(b)      Within three (3) London Business Days after each annual and quarterly
         filing described above and within three (3) London Business Days after
         the release of its consolidated

                                     - 97 -

<PAGE>

         financial statements for each fiscal quarter and each fiscal year
         described in clause (a) of this Section 4.20, the Issuer shall also (1)
         file a press release with one or more internationally recognized wire
         services in connection with such report and (2) post such press release
         on its website. In addition, within three (3) London Business Days
         after the release of its consolidated financial statements for each
         fiscal quarter and each fiscal year described in clause (a) of this
         Section 4.20, the Issuer shall also host a conference call, at a time
         during the Business Day in each of New York City, London and Frankfurt,
         to discuss the results for such fiscal quarter or year.

(c)      The Issuer will furnish to the Trustee:

         (1)      audited consolidated financial statements of the Issuer and
                  its Subsidiaries for each fiscal year prepared in accordance
                  with Floating UK GAAP, consistently applied, as soon as the
                  Issuer publicly releases such financial statements, but in any
                  event within 90 days after the end of such fiscal year; and

         (2)      consolidated financial statements of the Issuer and its
                  Subsidiaries, which may be unaudited, for the first half of
                  each of the Issuer's fiscal years prepared in accordance with
                  Floating UK GAAP, consistently applied, as soon as the Issuer
                  publicly releases such financial statements, but in any event
                  within 60 days after the end of such fiscal half year.

SECTION 4.21. Use of Intellectual Property.

         Each license or sublicense, directly or indirectly, of Intellectual
Property (other than trade and service marks) between or among the Issuer and
any of its Subsidiaries (or between or among its Subsidiaries) on or after the
Issue Date shall be recorded in writing. The Issuer shall procure that the Group
Licence Agreement is not amended or terminated so as to deprive the Issuer or
any of its Subsidiaries of any rights or benefits enjoyed under such licence so
long as any such Group Company remains within the Group.

SECTION 4.22. New Patent Applications.

         The Issuer shall procure that all New Patent applications owned by the
Issuer or a Subsidiary of the Issuer incorporated or organized in the United
Kingdom or under the laws of the United States, any state thereof or the
District of Columbia, if not filed in the name of the relevant IPR SPV, will be
assigned to the relevant IPR SPV concurrently with such application, or if that
is not procedurally possible, as soon as reasonably practicable thereafter. The
Issuer shall procure that each Subsidiary of the Issuer filing a Patent
application in the United States, any state thereof, the District of Columbia or
Germany notifies the Security Trustee of the relevant patent office details, the
name of the patentee, the application number and the date of filing.

SECTION 4.23. Assignment of Patents.

         The Issuer shall not permit any IPR SPV to transfer, dispose of or
grant any exclusive licence under any Patent such IPR SPV owns, whether to a
Subsidiary of the Issuer or any other Person, other than:

                                     - 98 -

<PAGE>

         (1)      to a Subsidiary of the Issuer in the context of infringement
                  proceedings against a third party where, absent such transfer,
                  disposal or grant, substantial damages would be irrecoverable
                  (in which case the relevant Patent or Patents shall be
                  re-transferred back to such IPR SPV as soon as such condition
                  no longer prevails);

         (2)      to a third party or to a Subsidiary of the Issuer, in either
                  case in connection with any disposal (which is otherwise
                  permitted by this Indenture) of such Subsidiary or assets,
                  property or rights of such Subsidiary; or

         (3)      to a customer of the Issuer or of any Subsidiary of the Issuer
                  where the Patent has been commissioned by such customer and
                  developed by a Group Company (whether alone or jointly with
                  the customer) for such customer's exclusive use pursuant to a
                  development agreement.

SECTION 4.24. UK IPR Co and US IPR Co.

         The Issuer shall procure that the UK IPR Co and the US IPR Co remain
Wholly-Owned Subsidiaries of the Issuer.

SECTION 4.25. Listing.

         The Issuer shall (1) use its reasonable endeavours to procure that as
soon as possible on or after the effective date of the Restructuring, the Senior
Notes are admitted to the Official List of the UK Listing Authority and trading
on the London Stock Exchange plc ("LSE") and (2) such listing is maintained at
all times.

SECTION 4.26. Escrow Agreement.

         (1)      Not later than the Issue Date, the Issuer will execute and
                  deliver the Escrow Agreement and, under the terms thereof,
                  establish the Mandatory Redemption Escrow Account and the
                  Existing Performance Bond Escrow Account. The Issuer will
                  comply with its obligations under the Escrow Agreement and use
                  all reasonable efforts to enforce compliance with the Escrow
                  Agreement by each other party thereto.

         (2)      The Issuer, notifying the Security Trustee of the same, shall
                  deposit or cause to be deposited all of the following into the
                  Mandatory Redemption Escrow Account:

                  (a)      all Cash Collateral Releases, other than Cash
                           Collateral Releases required to be delivered to the
                           New Bonding Facility Security Trustee pursuant to
                           clause (5) of this Section 4.26; and

                  (b)      all Net Proceeds of Asset Sales and all Liquidation
                           Proceeds (in each case other than Excluded Asset Sale
                           and Liquidation Proceeds), to the extent required by
                           Section 4.03 (Asset Sales).

         (3)      If at any time the amount transferred to the New Bonding
                  Facility Security Trustee to be held as collateral under the
                  New Bonding Facility Agreement, whether pursuant to Cash
                  Collateral Releases or otherwise (including all interest
                  earned on all such amounts), exceeds the aggregate facility
                  limit then in effect

                                     - 99 -

<PAGE>

                  under the New Bonding Facility Agreement, the Issuer will
                  cause the New Bonding Facility Security Trustee to, within
                  three (3) London Business Days, transfer the amount of such
                  excess to the Mandatory Redemption Escrow Account in
                  accordance with the New Bonding Facility Agreement (and the
                  Security Agreement, as defined therein) and the Escrow
                  Agreement.

         (4)      Not later than the Issue Date, the Issuer shall deposit or
                  cause to be deposited into the Existing Performance Bond
                  Escrow Account an amount of not less than L41.86 million
                  (or the Sterling Equivalent), to be applied in the manner set
                  forth under clause (6) of this Section 4.26.

         (5)      The Issuer shall transfer or cause to be transferred to the
                  New Bonding Facility Security Trustee all Cash Collateral
                  Releases (other than Cash Collateral Releases described in
                  clause (2) of the definition thereof), until the aggregate of
                  all such Cash Collateral Releases, including all amounts
                  transferred from the Existing Performance Bond Escrow Account
                  to the New Bonding Facility Security Trustee (including all
                  interest earned on such amounts), is equal to the New Bonding
                  Facility Funding Amount.

         (6)      On the first anniversary of the Issue Date, or, if such date
                  is not a London Business Day, the preceding London Business
                  Day, the Issuer shall assure that the Security Trustee
                  instructs the Escrow Bank to transfer from the Existing
                  Performance Bond Escrow Account on that date (a) first, the
                  amount that is certified by the New Bonding Facility Security
                  Trustee to the Security Trustee as being, together with all
                  other Cash Collateral Releases transferred to the New Bonding
                  Facility Security Trustee since the Issue Date (together with
                  all interest earned on such transferred amounts), equal to the
                  New Bonding Facility Funding Amount to the New Bonding
                  Facility Security Trustee in accordance with the terms of the
                  Escrow Agreement, and (b) second, to the extent of any amount
                  remaining after giving effect to subclause (a) of this clause
                  (6), to the Mandatory Redemption Escrow Account.

         (7)      All Cash Collateral Releases that constitute cash or Cash
                  Equivalents other than British pounds sterling, Euro or United
                  States dollars and that are required to be deposited into the
                  Mandatory Redemption Escrow Account shall be converted into
                  British pounds sterling, Euro or United States dollars, at the
                  option of the Issuer, by or on behalf of the Issuer or its
                  Subsidiaries on or prior to deposit of such into the Mandatory
                  Redemption Escrow Account.

SECTION 4.27. Payment of Principal, Premium, Interest and Additional Amounts.

         The Issuer hereby covenants and agrees for the benefit of the Holders
of all Senior Notes that it will duly and punctually pay the principal of (and
premium, if any), interest and Additional Amounts, if any, on the Senior Notes
in accordance with the terms of the Senior Notes and this Indenture.

                                    - 100 -

<PAGE>

SECTION 4.28. Maintenance of an Office or Agency in the City of New York and
London.

         The Issuer will maintain in the City of New York and London an office
or agency, where Global Senior Notes may be surrendered for transfer or exchange
and where notices and demands to or upon the Issuer in respect of the Senior
Notes and this Indenture may be served. Such office or agency in the City of New
York and London initially shall be (i) in New York, The Bank of New York, 101
Barclay Street, New York, NY 10286, and (ii) in London, The Bank of New York,
One Canada Square, London E14 5AL. The Issuer will give prompt written notice to
the Trustee of the location, and any change in the location, of any such office
or agency. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Issuer hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

SECTION 4.29. Money for Payments to Be Held in Trust.

         Whenever the Issuer shall have a Paying Agent for the Senior Notes it
will, prior to 5:00 p.m. London time on the Business Day preceding each due date
for payment of the principal of (and premium, if any), interest or Additional
Amounts, if any, on the Senior Notes, deposit with the Paying Agent a sum
sufficient to pay the principal (and premium, if any), interest or Additional
Amounts, if any, so becoming due, such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Issuer will
promptly notify the Trustee of its action or its failure so to act.

         The Issuer will cause each Paying Agent for the Senior Notes, other
than the Trustee, to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section 4.29, that such Paying Agent will:

         (a)      comply with the provisions of the Trust Indenture Act
                  applicable to it as Paying Agent;

         (b)      during the continuance of any Default by the Issuer or any
                  Guarantor (or any other obligor upon the Senior Notes) in the
                  making of any payment in respect of the Senior Notes, and upon
                  written request of the Trustee, forthwith pay to the Trustee
                  all sums so held in trust by such Paying Agent for payment in
                  respect of the Senior Notes.

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

         Any money deposited with the Trustee or any Paying Agent in trust for
the payment of the principal of (and premium, if any), interest or Additional
Amounts, if any, on any Senior Notes and remaining unclaimed for two years after
such principal (and premium, if any), interest or Additional Amounts, if any,
have become due and payable shall be paid to the Issuer

                                    - 101 -

<PAGE>

on Issuer Request; and the Holder of such Senior Notes shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Issuer give to each such
Holder in the manner provided in this Indenture, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days after the date of such notification, publication and mailing, any
unclaimed balance of such money then remaining will promptly be repaid to the
Issuer.

SECTION 4.30. Maintenance of Corporate Existence.

         The Issuer shall do or cause to be done all things necessary and
reasonably practicable to preserve and keep in full force and effect the
corporate existence and related rights and franchises (charter and statutory) of
the Issuer and each of its Subsidiaries; provided, however, that the Issuer
shall not be required to preserve any such right or franchise or the corporate
existence of any such Subsidiary (other than any Guarantor) if the Board of
Directors of the Issuer shall determine that the preservation thereof is no
longer necessary or desirable in the conduct of the business of the Issuer and
its Subsidiaries as a whole and that the loss thereof would not reasonably be
expected to have a material adverse effect on the ability of the Issuer or any
Guarantor to perform their respective obligations under this Indenture, the
Senior Notes or the Guarantee of the Senior Notes; and provided, further, that
the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary
of the Issuer or any of its assets in compliance with the terms of this
Indenture.

SECTION 4.31. Payment of Taxes and Other Claims.

         The Issuer shall pay or discharge or cause to be paid or discharged, on
or before the date the same shall become due and payable, (1) all Taxes,
assessments and governmental charges levied or imposed upon the Issuer or any of
its Subsidiaries shown to be due on any return of the Issuer or any of its
Subsidiaries if failure to pay or discharge the same would be reasonably likely
to have a material adverse effect on the ability of the Issuer or any Guarantor
to perform their respective obligations under this Indenture, the Senior Notes
or the Guarantee of the Senior Notes and (2) all lawful claims for labor,
materials and supplies, which, if unpaid, would by law become a Lien upon the
property of the Issuer or any of its Subsidiaries, except for any Lien permitted
to be incurred under Section 4.09 (Limitation on Liens), if failure to pay or
discharge the same would be reasonably likely to have a material adverse effect
on the ability of the Issuer or any Guarantor to perform their respective
obligations under this Indenture, the Senior Notes or the Guarantee of the
Senior Notes; provided, however, that the Issuer shall not be required to pay or
discharge or cause to be paid or discharged any such Tax, assessment, charge or
claim whose amount, applicability or validity is being contested in good faith
by appropriate proceedings properly instituted and diligently conducted and in
respect of which appropriate reserves (in the good faith judgment of management
of the Issuer) are being maintained in accordance with Floating UK GAAP.

SECTION 4.32. Maintenance of Properties.

         The Issuer shall cause all material properties owned by the Issuer or
any of its Subsidiaries or used or held for use in the conduct of its business
or the business of any of its

                                    - 102 -

<PAGE>

Subsidiaries to be maintained and kept in reasonably good condition, repair and
working order (ordinary wear and tear excepted) and supplied with all reasonably
necessary equipment and will cause to be made all reasonably necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
reasonable judgment of the Issuer may be consistent with sound business practice
and necessary so that the business carried on in connection therewith may be
properly conducted; provided, however, that nothing in this Section 4.32 shall
prevent the Issuer from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the reasonable judgment of the
Board of Directors of the Issuer acting in good faith, desirable in the conduct
of its business or the business of any of its Subsidiaries and would not be
reasonably likely to have a material adverse effect on the ability of the Issuer
or any Guarantor to perform their respective obligations under this Indenture,
the Senior Notes or the Guarantee of the Senior Notes; provided, further, that
the foregoing shall not prohibit a sale, transfer or conveyance of a Subsidiary
of the Issuer or any of its properties or assets in compliance with the terms of
this Indenture.

SECTION 4.33. Maintenance of Insurance.

         The Issuer shall at all times keep all of its and its Subsidiaries'
properties which are of an insurable nature insured with insurers, believed by
the Issuer in good faith to be financially sound and responsible, against loss
or damage to the extent that property of similar character is usually so insured
by corporations similarly situated and owning like properties in the same
general geographic areas in which the Issuer and its Subsidiaries operate,
except where the failure to do so would not be reasonably likely to have a
material adverse effect on the condition (financial or otherwise), earnings,
business affairs or prospects of the Issuer and its Subsidiaries, taken as a
whole.

SECTION 4.34. Payments of Renewals and other Fees in Relation to Intellectual
Property and other Matters.

         The Issuer shall at all times use its commercially reasonable
discretion to maintain all of the registered Intellectual Property of the Group
and shall procure that its Subsidiaries maintain all of their registered
Intellectual Property in accordance with the directions of the Issuer. The
Issuer shall apply the policies for maintaining the registered Intellectual
Property of the Group as they were applied to such registered Intellectual
Property during the 12 month period immediately preceding the date of this
Indenture.

SECTION 4.35. Provision of Opinions.

         The Issuer shall deliver to the Trustee and the Security Trustee on the
Issue Date (1) an Opinion of Counsel to the Issuer under English law, (2) an
Opinion of Counsel to each Initial Guarantor under English law, (3) an Opinion
of Counsel to the Issuer and each Guarantor under Delaware, New York State and
United States federal law, and (4) an Opinion of Counsel to each Guarantor
incorporated under the laws of Australia, Bermuda, Brazil, Guernsey, Germany,
Hong Kong, Ireland, Italy, Mexico, The Netherlands and Switzerland, in all
respects reasonably satisfactory to Clifford Chance Limited Liability
Partnership, Bingham McCutchen LLP and White & Case LLP.

                                    - 103 -

<PAGE>

SECTION 4.36. Currency Indemnity.

         All sums payable by the Issuer or the Guarantors under the Senior
Notes, the Guarantee of the Senior Notes and this Indenture shall be payable in
the Relevant Currency. Any amount received or recovered in a currency other than
the Relevant Currency with respect to the Senior Notes (whether as a result of,
or of the enforcement of, a judgment or order of a court of any jurisdiction, in
the winding up or dissolution of the Issuer, any Guarantor, any Subsidiary of
the Issuer or otherwise), by the Holder of such Senior Notes in respect of any
sum expressed to be due to it from the Issuer or any Guarantor shall constitute
a discharge of the Issuer or any Guarantor only to the extent of the Relevant
Currency amount which the recipient is able to purchase with the amount so
received or recovered in other currency on the date of receipt of that recovery
(or, if it is not possible to make that purchase on that date, on the first date
on which it is possible to do so). If that Relevant Currency amount is less than
the Relevant Currency amount expressed to be due to the recipient under any
Senior Note, the Issuer and each Guarantor, jointly and severally, shall
indemnify the recipient against the cost of making any such purchase. For the
purposes of this indemnity, it will be sufficient for the Holder to certify
(indicating the sources of information used) that it would have suffered a loss
had the actual purchase of the Relevant Currency been made with the amount so
received in that other currency on the date of receipt or recovery (or, if a
purchase of the Relevant Currency on such date had not been possible, on the
first date on which it would have been possible). These indemnities, to the
extent permitted by law: (1) constitute a separate and independent obligation
from the other obligations of the Issuer and each Guarantor; (2) shall give rise
to a separate and independent cause of action; (3) shall apply irrespective of
any waiver granted by any Holder of Senior Notes; and (4) shall continue in full
force and effect despite any other judgment, order, claim or proof for a
liquidated amount in respect of any sum due under any Senior Note, or any other
judgment or order.

SECTION 4.37. Additional Amounts.

         All payments made under, or with respect to, the Senior Notes and the
Guarantee of the Senior Notes will be made free and clear of, and without
withholding or deduction for or on account of, any present or future Taxes,
unless the Issuer or any Guarantor is required to withhold or deduct Taxes by
law or by the interpretation or administration thereof. If the Issuer or any
Guarantor is required to withhold or deduct any amount for, or on account of,
Taxes imposed by the United Kingdom or by any other jurisdiction in which the
Issuer or any Guarantor is organized or resident for Tax purposes or any
political subdivision thereof or any Taxing Authority therein (each, a "RELEVANT
TAXING JURISDICTION"), from any payment made under or with respect to the Senior
Notes or the Guarantee of the Senior Notes, the Issuer or the applicable
Guarantor will pay such additional amounts ("ADDITIONAL AMOUNTS") as may be
necessary so that the net amount received by each Holder (including Additional
Amounts) after such withholding or deduction will equal the amount the Holder
would have received had no such withholding or deduction been required;
provided, however, that no Additional Amounts will be payable with respect to
any Tax:

         (1)      that would not have been imposed, payable or due:

                  (a)      but for the existence of any connection between the
                           Holder (or the Beneficial Owner of, or Person
                           ultimately entitled to obtain an interest in,

                                    - 104 -

<PAGE>

                           the Senior Notes or the Guarantee of the Senior
                           Notes) and the Relevant Taxing Jurisdiction
                           (including being a citizen or resident or national
                           of, or carrying on a trade or business or maintaining
                           a permanent establishment or fixed base in, or being
                           physically present in, or having made an election,
                           the effect of which is to subject the Holder to such
                           Taxes in, in each case whether by himself or through
                           an agent, of the Relevant Taxing Jurisdiction) other
                           than the mere holding of the Senior Notes or the
                           Guarantee of the Senior Notes or enforcement of
                           rights thereunder or the receipt of payments in
                           respect thereof;

                  (b)      if the presentation of the Senior Notes (where
                           presentation is required) for payment had occurred
                           within 30 days after the date such payment was due
                           and payable or was duly provided for, whichever is
                           later except to the extent that the Holder of such
                           Senior Notes would have been entitled to such
                           Additional Amounts on presenting such Senior Notes
                           for payment on the last day of such period of 30
                           days; or

         (2)      on a payment to an individual where such withholding or
                  deduction is required to be made pursuant to any European
                  Union Directive on the taxation of savings implementing the
                  conclusions of the ECOFIN Council meeting of November 26-27,
                  2000 or any law implementing or complying with or introduced
                  in order to conform to, such Directive; or

         (3)      if the Holder of the Senior Note would have been able to avoid
                  such withholding or deduction by presenting the Senior Note to
                  another Paying Agent in a money-center in a member state of
                  the European Union; or

         (4)      where the payment of such Additional Amounts is prevented by
                  any combination of (1), (2) or (3).

         With respect to paragraph (3) above, the Issuer shall undertake to
ensure that it maintains a Paying Agent in a European Union member state that
will not be obliged to withhold or deduct tax pursuant to the European Union
Directive.

         If the Issuer or any Guarantor will be obliged to pay Additional
Amounts with respect to any payment under or with respect to the Senior Notes or
its Guarantee of the Senior Notes, the Issuer or such Guarantor will deliver to
the Trustee at least 30 days prior to the date of that payment (unless the
obligation to pay Additional Amounts arises after the 30th day prior to that
payment date, in which case the Issuer or such Guarantor shall notify the
Trustee promptly thereafter) an Officers' Certificate stating the fact that
Additional Amounts will be payable and the amount so payable. The Officers'
Certificate shall also set forth any other information necessary to enable the
Paying Agent to pay Additional Amounts to Holders on the relevant payment date.

         The Issuer or such Guarantor will make all required withholdings and
deductions and will remit the full amount deducted or withheld to the relevant
authority in accordance with applicable law. The Issuer and such Guarantor will
use their respective reasonable efforts to obtain certified copies of tax
receipts evidencing the payment of any Taxes so deducted or withheld from each
Taxing Authority. The Issuer or the relevant Guarantor will furnish to the

                                    - 105 -

<PAGE>

Trustee, within 60 days after the date the payment of any Taxes so deducted or
withheld is due pursuant to applicable law, certified copies of tax receipts
evidencing payment by the Issuer or such Guarantor, or if, notwithstanding the
Issuer's and such Guarantor's efforts to obtain receipts, receipts are not
obtained, other evidence of payments by the Issuer or such Guarantor.

         The Issuer or any Guarantor will pay any stamp duty reserve tax, stamp
duty, court or documentary taxes, or any other excise or property taxes, charges
or similar levies or Taxes which arise from the initial execution, delivery or
registration of the Senior Notes and the enforcement of the Senior Notes
following the occurrence of any Event of Default.

         Whenever in this Indenture or in any Senior Notes there is mentioned,
in any context, the payment of amounts based upon the principal amount of such
Senior Notes or of principal, interest, premium, if any, or of any other amount
payable under, or with respect to, the Senior Notes, such mention shall be
deemed to include mention of the payment of Additional Amounts to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof.

         The obligations described under this Section 4.37 shall survive any
termination, defeasance or discharge of this Indenture and shall apply mutatis
mutandis to any jurisdiction in which any successor Person to the Issuer is
organized or any political subdivision or Taxing Authority or agency thereof or
therein.

SECTION 4.38. Further Instruments and Acts.

         Upon request of the Trustee, the Issuer and each Guarantor shall
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

SECTION 4.39. Accession of Italian Guarantor.

(a)      The Issuer shall cause Marconi Sud S.p.A. to execute and deliver, no
         later than the 90th day after the Issue Date:

         (1)      a supplemental indenture to this Indenture to the effect that
                  Marconi Sud S.p.A. accedes to this Indenture as a Non-US
                  Guarantor;

         (2)      an accession letter to the Agency Agreement pursuant to which
                  Marconi Sud S.p.A. becomes a party to the Agency Agreement as
                  a Guarantor; and

         (3)      an amendment to the Agreement for the Creation of a Pledge
                  over Bank Accounts between Marconi Sud S.p.A. and the Security
                  Trustee dated May 19, 2003, pursuant to which Marconi Sud
                  S.p.A. agrees to pledge to the Security Trustee, to secure the
                  payment of the Secured Obligations (as defined therein), all
                  bank accounts that are pledged to the Security Trustee under
                  such Agreement as of the Issue Date and, subject to the
                  exceptions set forth in Section 2.2 of such Agreement, all
                  bank accounts acquired by Marconi Sud S.p.A. after the Issue
                  Date.

(b)      The Issuer shall cause Marconi Communications S.p.A. to execute and
         deliver, no later than the 90th day after the Issue Date, an amendment
         to the Agreement for the Creation

                                    - 106 -

<PAGE>

         of a Pledge over Bank Accounts between Marconi Communications S.p.A.
         and the Security Trustee dated May 19, 2003, pursuant to which Marconi
         Communications S.p.A. agrees to pledge to the Security Trustee, to
         secure the payment of the Secured Obligations (as defined therein), all
         bank accounts that are pledged to the Security Trustee under such
         Agreement as of the Issue Date and, subject to the exceptions set forth
         in Section 2.2 of such Agreement, all bank accounts acquired by Marconi
         Communications S.p.A. after the Issue Date.

(c)      The Issuer shall cause Marconi Holdings S.p.A. to execute and deliver,
         no later than the 90th day after the Issue Date, an amendment to the
         Agreement for the Creation of a Pledge over Bank Accounts between
         Marconi Holdings S.p.A. and the Security Trustee dated May 19, 2003,
         pursuant to which Marconi Holdings S.p.A. agrees to pledge to the
         Security Trustee, to secure the payment of the Secured Obligations (as
         defined therein), all bank accounts that are pledged to the Security
         Trustee under such Agreement as of the Issue Date and, subject to the
         exceptions set forth in Section 2.2 of such Agreement, all bank
         accounts acquired by Marconi Holdings S.p.A. after the Issue Date.

(d)      The Issuer shall deliver to the Trustee, no later than the 90th day
         after the Issue Date, an Officers' Certificate stating that the Issuer
         has complied with its obligations under clauses (a), (b) and (c) of
         this Section 4.39.

(e)      The Issuer shall deliver to the Trustee and the Security Trustee, no
         later than the 90th day after the Issue Date, an Opinion of Counsel or
         Opinions of Counsel to Marconi Sud S.p.A., Marconi Communications
         S.p.A. and Marconi Holdings S.p.A. regarding the validity of the
         documents required to be executed and delivered under clauses (a), (b)
         and (c) of this Section 4.39, which Opinion(s) of Counsel shall in each
         case be reasonably consistent with the Opinions of Counsel delivered on
         the Issue Date with respect to the Guarantors organized under Italian
         law.

(f)      The Issuer shall pay to the Notary Public Luigi Cecala (or his
         successor) the amount equal to Euro 1,278,200 due in relation to the
         registration of the mortgages by each of Marconi Communications S.p.A.
         and Marconi Sud S.p.A. if such amount is not paid by such mortgagors
         within 10 days after the Issue Date.

                                    - 107 -

<PAGE>

                                    ARTICLE 5
                     MERGER, CONSOLIDATION OR SALE OF ASSETS

SECTION 5.01. Merger, Consolidation or Sale of Assets.

         The Issuer shall not, in a single transaction or through a series of
related transactions, directly or indirectly, (1) consolidate, merge or
reorganize with or into another Person (whether or not the Issuer is the
surviving corporation) or (2) sell, assign, transfer, convey, lease or otherwise
dispose of all or substantially all of the properties or assets of the Issuer
and its Subsidiaries, taken as a whole, in each case unless immediately prior
to, or contemporaneously with, such transaction or series of related
transactions, all Outstanding Senior Notes and, simultaneously therewith, all
outstanding Junior Notes are redeemed, in each case upon not less than ten (10)
but not more than thirty (30) days notice, at a redemption price in cash equal
to the Optional Redemption Price for such Senior Notes and the Optional
Redemption Price (as defined in the Junior Note Indenture) for such Junior
Notes.

         For purposes of this Section 5.01, any US Core Business Sale will not
be considered a sale of "all or substantially all" of the properties or assets
of the Issuer and its Subsidiaries taken as a whole.

         The Issuer shall not permit any of its Subsidiaries, in a single
transaction or through a series of related transactions, to, directly or
indirectly, consolidate, merge or reorganize with or into another Person unless
the provisions of clause (1) or (2) below are satisfied:

         (1)      Such consolidation, merger or reorganization complies with
                  Section 4.03 (Asset Sales) or is excluded from the definition
                  of Asset Sale pursuant to clause (1), (4) or (8) of the second
                  paragraph of the definition thereof; or

         (2)      (a)      in the case of a consolidation, merger or
                           reorganization of a Non-US Subsidiary with or into
                           another Person, such other Person is a Non-US
                           Subsidiary, and if either of such Non-US Subsidiaries
                           is a Non-US Guarantor, the Person formed by or
                           surviving such consolidation, merger or
                           reorganization is a Non-US Guarantor;

                  (b)      in the case of a consolidation, merger or
                           reorganization of a US Subsidiary with or into
                           another Person, such other Person is a US Subsidiary,
                           and if either of such US Subsidiaries is a US
                           Guarantor, the Person formed by or surviving such
                           consolidation, merger or reorganization is a US
                           Guarantor (provided that a US Core Business
                           Subsidiary may not consolidate, merge or reorganize
                           with (i) any US Core Business Subsidiary engaged in
                           any other US Core Business or (ii) the US Parent);

                  (c)      if the Person formed by or surviving such
                           consolidation, merger or reorganization is a
                           Guarantor, such Guarantor shall have executed and
                           delivered a written instrument in form and substance
                           reasonably satisfactory to the Trustee confirming
                           that such Guarantor's obligations under the
                           applicable Security Documents, the Security Trust and
                           Intercreditor Deed, this Indenture, its Guarantee of
                           the Senior Notes, its Guarantee of the Junior Notes
                           (if there are then any Junior Notes

                                    - 108 -

<PAGE>

                           outstanding) and the Composite Guarantee remain valid
                           and, where such Guarantor is not bound by the
                           Security Documents entered into by the party to such
                           consolidation, merger or reorganization or the
                           security created by such Security Documents does not
                           constitute valid and perfected security over all or
                           substantially all of the assets of such Guarantor,
                           such Guarantor shall have executed and delivered to
                           the Security Trustee, on behalf of the Note Trustees
                           (for the benefit of the Holders of the Senior Notes
                           and the holders of the Junior Notes if there are then
                           any Junior Notes outstanding) and the other Secured
                           Creditors, Security Documents that provide New
                           Security for the obligations of such Guarantor under
                           its Guarantee of the Senior Notes, its Guarantee of
                           the Junior Notes and the Composite Guarantee, which
                           complies, if so required to comply, with the
                           requirements in Section 4.15 (Requirements with
                           respect to Additional Guarantors), including
                           subclauses (1) to (8) of clause (c) thereof, as if
                           such Guarantor were an Additional Guarantor; and

                  (d)      immediately after such transaction, no Default exists
                           or will result from such transaction.

The Issuer shall not, and shall not permit any of its Subsidiaries, in a single
transaction or through a series of related transactions, to, directly or
indirectly, sell, assign, transfer, convey, lease or otherwise dispose of all or
substantially all of the properties or assets of any Subsidiary of the Issuer,
in one or more related transactions, to another Person unless the provisions of
clause (1) or (2) below are satisfied:

         (1)      such sale, assignment, transfer, conveyance, lease or other
                  disposal complies with Section 4.03 (Asset Sales) or is
                  excluded from the definition of Asset Sale pursuant to clause
                  (1), (4) or (8) of the second paragraph of the definition
                  thereof; or

         (2)      (a)      in the case of a sale, assignment, transfer,
                           conveyance, lease or other disposition of all or
                           substantially all of the properties or assets of a
                           Non-US Subsidiary, the Person acquiring the
                           properties or assets is the Issuer or a Non-US
                           Subsidiary or, in the case of the sale, assignment,
                           transfer, conveyance, lease or other disposition of
                           Equity Interests of Marconi Communications, Inc., the
                           US Parent;

                  (b)      in the case of a sale, assignment, transfer,
                           conveyance, lease or other disposition of all or
                           substantially all of the properties or assets of a US
                           Subsidiary, the Person acquiring the properties or
                           assets is a US Subsidiary (provided that a US Core
                           Business Subsidiary may not sell, assign, transfer,
                           convey, lease or otherwise dispose of all or
                           substantially all of its property or assets to
                           another US Subsidiary unless such US Subsidiary is a
                           US Core Business Subsidiary engaged in the same US
                           Core Business);

                  (c)      each transferor and transferee that is a Guarantor
                           shall have executed and delivered a written
                           instrument in form and substance reasonably
                           satisfactory to the Trustee confirming that its
                           obligations under the applicable Security Documents
                           covering properties or assets such

                                    - 109 -

<PAGE>

                           Guarantor owns after the transaction, the Security
                           Trust and Intercreditor Deed, this Indenture, its
                           Guarantee of the Senior Notes, its Guarantee of the
                           Junior Notes (if there are then any Junior Notes
                           outstanding) and the Composite Guarantee remain valid
                           and, where the Security Documents entered into by the
                           transferee Guarantor do not create valid and
                           perfected security over or in respect of the relevant
                           properties and/or assets transferred to the
                           transferee Guarantor, such transferee Guarantor shall
                           have executed and delivered to the Security Trustee,
                           on behalf of the Note Trustees (for the benefit of
                           the Holders of the Senior Notes and the holders of
                           the Junior Notes if there are then any Junior Notes
                           outstanding) and the other Secured Creditors,
                           Security Documents that provide New Security for the
                           obligations of such Guarantor under its Guarantee of
                           the Senior Notes, its Guarantee of the Junior Notes
                           and the Composite Guarantee, which complies, if so
                           required to comply, with the requirements set forth
                           in Section 4.15 (Requirements with respect to
                           Additional Guarantors), including subclauses (1) to
                           (8) of clause (c) thereof, as if such Guarantor were
                           an Additional Guarantor; and

                  (d)      immediately after such transaction, no Default exists
                           or will result from such transaction.

                                    - 110 -

<PAGE>

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

         "Event of Default", wherever used herein with respect to the Senior
Notes, means any one of the following events which shall have occurred and be
continuing (whatever the reason for such Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

         (1)      default for 14 days or more in the payment when due of any
                  interest on, or Additional Amounts with respect to, any Senior
                  Note;

         (2)      default in the payment when due of all or any part of the
                  principal of or premium, if any, on, any Senior Note, whether
                  at Stated Maturity, upon acceleration, optional or mandatory
                  redemption, if any, or otherwise including for these purposes,
                  the failure to call the Senior Notes for redemption in
                  accordance with the provisions set forth in Section 3.08
                  (Mandatory Redemption upon Change of Control) or pursuant to
                  Section 4.03 (Asset Sales);

         (3)      failure by the Issuer or any of its Subsidiaries to comply
                  with the provisions set forth in Section 5.01 (Merger,
                  Consolidation or Sale of Assets), provided that, with respect
                  to any failure to comply that is capable of being remedied,
                  such failure shall not become an Event of Default unless it
                  continues unremedied for a period of 30 days;

         (4)      failure by the Issuer or any of its Subsidiaries to comply
                  with any of the other covenants or agreements in this
                  Indenture or the Senior Notes (a) (i) for 90 days after notice
                  from the Trustee or the Required Holders of at least 35% in
                  aggregate principal amount of the then Outstanding Senior
                  Notes or (ii) for 30 days after notice from the Required
                  Holders of at least 66-2/3% in aggregate principal amount of
                  the then Outstanding Senior Notes, in the case of each of
                  clause (a)(i) and (a)(ii) if there are any Junior Notes
                  Outstanding (as such term is defined in the Junior Note
                  Indenture) on the date of the applicable notice or (b) for 30
                  days after notice from the Trustee or the Required Holders of
                  at least 25% in aggregate principal amount of the then
                  Outstanding Senior Notes, if there are no Junior Notes
                  Outstanding (as such term is defined in the Junior Note
                  Indenture) on the date of such notice;

         (5)      default under any mortgage, trust deed, indenture or
                  instrument under which there may be issued or by which there
                  may be secured or evidenced any Indebtedness for borrowed
                  money by the Issuer or any of its Subsidiaries (or the payment
                  of which is Guaranteed by the Issuer or any of its
                  Subsidiaries) (including, for the avoidance of doubt, default
                  under any bonding facility, including the New Bonding Facility
                  Agreement), in each case other than Indebtedness solely
                  between or among the Issuer and any of its Subsidiaries,
                  whether such Indebtedness or Guarantee now exists, or is
                  created after the Issue Date, if that default:

                                    - 111 -

<PAGE>

                  (a)      is caused by a failure to pay principal of, or
                           interest or premium, if any, on, such Indebtedness
                           prior to the expiration of any applicable grace
                           period provided with respect to such Indebtedness on
                           the date of such default (a "PAYMENT DEFAULT"), or

                  (b)      results in the acceleration of such Indebtedness
                           prior to its stated maturity;

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there has been a Payment Default
                  or the maturity of which has been so accelerated, aggregates
                  L15 million (or the Sterling Equivalent) or more;

         (6)      failure by the Issuer or any of its Subsidiaries to pay final
                  judgments aggregating in excess of L15 million (or the
                  Sterling Equivalent) which judgments remain unpaid or
                  undischarged for a period of 60 days (not including any period
                  during which such judgments are stayed);

         (7)      (a) the Guarantee of the Senior Notes by any Guarantor being
                  held in any judicial proceeding to be unenforceable or invalid
                  or ceasing for any reason to be in full force and effect
                  except as expressly permitted under this Indenture, provided
                  that such unenforceability, invalidity or cessation shall not
                  become an Event of Default unless it continues unremedied for
                  a period of 30 days after the Issuer or the relevant Guarantor
                  has actual knowledge of such unenforceability, invalidity or
                  cessation or (b) any Person acting on behalf of any Guarantor
                  denying or disaffirming such Guarantor's obligations under its
                  Guarantee of the Senior Notes;

         (8)      entry by a court of competent jurisdiction of (a) a decree or
                  order for relief in respect of the Issuer, any Guarantor or
                  any Significant Subsidiary, in an involuntary case or
                  proceeding under any Bankruptcy Law or (b) a decree or order
                  (i) adjudging the Issuer, any Guarantor or any Significant
                  Subsidiary bankrupt or insolvent, (ii) approving as properly
                  filed a petition seeking moratorium, reorganization,
                  arrangement, adjustment or composition of or in respect of the
                  Issuer, any Guarantor or any Significant Subsidiary under any
                  Bankruptcy Law, (iii) appointing a custodian, receiver,
                  manager, liquidator, assignee, trustee, sequestrator or other
                  similar official of the Issuer, any Guarantor or any
                  Significant Subsidiary or of any substantial part of their
                  respective properties, or (iv) ordering the winding up or
                  liquidation of the affairs of the Issuer, any Guarantor or any
                  Significant Subsidiary, and in each case any such decree or
                  order for relief continues to be in effect, or any such other
                  decree or order continues unstayed and in effect, for a period
                  of 60 consecutive calendar days, in the case of each of
                  clauses (a) and (b) otherwise than (i) in the case of a
                  Subsidiary of the Issuer, for the purposes of or pursuant to
                  an amalgamation, reorganization or restructuring while solvent
                  on terms approved by the Trustee or by the Required Holders of
                  at least 25% in aggregate principal amount of the then
                  Outstanding Senior Notes or (ii) in furtherance of, or
                  otherwise in connection with, the liquidation or dissolution
                  of MCHI pursuant to the MCHI Plan of Liquidation and
                  Dissolution;

                                    - 112 -

<PAGE>

         (9)      (a)      commencement by the Issuer, any Guarantor or any
                           Significant Subsidiary of a voluntary case or
                           proceeding or process (whether or not requiring the
                           order of a court or tribunal) under any Bankruptcy
                           Law or of any other case or proceeding to be
                           adjudicated bankrupt or insolvent, or filing for or
                           having been granted a moratorium on payment of its
                           debts or filing for bankruptcy or being declared
                           bankrupt,

                  (b)      consent by the Issuer, any Guarantor or any
                           Significant Subsidiary to the entry of a decree or
                           order for relief in respect of the Issuer, any
                           Guarantor or any Significant Subsidiary in an
                           involuntary case or proceeding under any Bankruptcy
                           Law or to the commencement of any bankruptcy or
                           insolvency case or proceeding against the Issuer, any
                           Guarantor or any Significant Subsidiary,

                  (c)      filing of a petition or answer or consent by the
                           Issuer, any Guarantor or any Significant Subsidiary
                           seeking reorganization or relief under any Bankruptcy
                           Law,

                  (d)      the Issuer, any Guarantor or any Significant
                           Subsidiary (i) consenting to the filing of a petition
                           seeking reorganization or relief under any Bankruptcy
                           Law or to the appointment of, or taking possession
                           by, an administrator, custodian, receiver, manager,
                           liquidator, assignee, trustee, sequestrator or other
                           similar official of the Issuer, any Guarantor or such
                           Significant Subsidiary or of any substantial part of
                           their respective properties, (ii) making an
                           assignment for the benefit of its creditors generally
                           or (iii) admitting in writing its inability to pay
                           its debts generally as they become due,

                  (e)      the approval by stockholders of the Issuer, any
                           Guarantor or any Significant Subsidiary of any plan
                           or proposal for the liquidation or dissolution of the
                           Issuer, any Guarantor or any Significant Subsidiary,

                  (f)      the whole or any substantial part of the assets of
                           the Issuer, any Guarantor or any Significant
                           Subsidiary being placed under administration,
                           receivership or administrative receivership, or

                  (g)      the Issuer, any Guarantor or any Significant
                           Subsidiary taking any corporate action in furtherance
                           of any such actions in clause (8) above or this
                           clause (9),

                  in the case of each of clauses (a) through (g) otherwise than
                  (i) in the case of a Subsidiary of the Issuer, for the
                  purposes of or pursuant to an amalgamation, reorganization or
                  restructuring while solvent on terms approved by the Trustee
                  or by the Required Holders of at least 25% in aggregate
                  principal amount of the then Outstanding Senior Notes or (ii)
                  in furtherance of, or otherwise in connection with, the
                  liquidation or dissolution of MCHI pursuant to the MCHI Plan
                  of Liquidation and Dissolution;

                                    - 113 -

<PAGE>

         (10)     failure by the Issuer or any of its Subsidiaries to comply
                  with any material obligations set forth in any Intellectual
                  Property Licence Agreement that continues unremedied for 30
                  days after the Issuer has actual knowledge of such failure;

         (11)     (a) failure by the Issuer or any of its Subsidiaries to comply
                  with any material obligation set forth in the Security Trust
                  and Intercreditor Deed, (b) the Security Trust and
                  Intercreditor Deed being held in any judicial proceeding to be
                  unenforceable or invalid or ceasing for any reason to be in
                  full force and effect, or (c) the Security Trust and
                  Intercreditor Deed being declared null and void, provided that
                  any such failure, cessation or declaration shall not become an
                  Event of Default unless it continues unremedied for 30 days
                  after the Issuer or any of its Subsidiaries has actual
                  knowledge of such failure, cessation or declaration;

         (12)     (a) failure by the Issuer or any of its Subsidiaries to comply
                  with any material obligation set forth in, or breach by the
                  Issuer or any of its Subsidiaries of any material provision
                  of, any Security Document to which the Issuer or such
                  Subsidiary is a party, (b) any of the Security Documents being
                  held in any judicial proceeding to be unenforceable or invalid
                  or ceasing for any reason to be in full force and effect or to
                  secure the payment of the Obligations payable under the Senior
                  Notes, the Guarantee of the Senior Notes or this Indenture,
                  (c) except as permitted under this Indenture, any of the
                  Security Documents ceasing to give the Security Trustee, on
                  behalf of the Trustee (for the benefit of the Holders of the
                  Senior Notes), any of the Liens created thereby or to secure
                  the payment of the Obligations payable under the Senior Notes,
                  the Guarantee of the Senior Notes or this Indenture or (d) any
                  of the Security Documents being declared null and void,
                  provided that, in the case of any such failure, cessation or
                  declaration that does not materially adversely affect the
                  rights of the Holders of the Senior Notes, such failure,
                  cessation or declaration shall not become an Event of Default
                  unless it continues unremedied for 30 days after the Issuer or
                  any of its Subsidiaries receives actual knowledge of such
                  cessation or declaration; and

         (13)     any Event of Default (as such term is defined in the Junior
                  Note Indenture) under the Junior Notes has occurred and is
                  continuing.

SECTION 6.02. Payment Blockage Provisions.

(a)      Subject to, and after giving effect to, the payment from the Mandatory
         Redemption Escrow Account described in clause (b) of this Section 6.02,
         below, neither the Issuer nor any Subsidiary of the Issuer may pay any
         principal of, premium (if any) or interest or Additional Amounts (if
         any) on any Junior Notes, other than interest or Additional Amounts
         paid in the form of Junior PIK Notes, and none of them may otherwise
         purchase, repurchase, redeem or otherwise acquire or retire for value
         any Junior Notes (collectively, "PAY THE JUNIOR NOTES") if a Payment
         Stop Event has occurred and is continuing.

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(b)      If the Trustee becomes aware that a Standstill Event has occurred, the
         Trustee shall promptly deliver to the Security Trustee (with a copy to
         the Issuer, the Junior Note Trustee and the New Bonding Facility
         Security Trustee) a Standstill Notice. If at any time a Standstill
         Event has occurred, neither the Issuer nor any Subsidiary of the Issuer
         may Pay the Junior Notes (other than, for the avoidance of doubt, the
         payment of interest and Additional Amounts, if any, on the Junior Notes
         in the form of Junior PIK Notes) during the applicable Standstill
         Period; provided, however, that any balance in the Mandatory Redemption
         Escrow Account on the first day of any Standstill Period, provided that
         on the preceding day no Standstill Period was in effect, shall be
         applied by the Issuer to redeem outstanding Junior Notes pursuant to
         Section 3.08 (Mandatory Redemption out of Mandatory Redemption Escrow
         Account) of the Junior Note Indenture.

(c)      Notwithstanding the provisions described in clause (b) of this Section
         6.02 (but subject to the provisions contained in clauses (a) and (d) of
         this Section 6.02), unless the Holders of the Senior Notes or the
         Trustee have accelerated the maturity of the Senior Notes, the Issuer
         and the Guarantors may resume payments on the Junior Notes after the
         end of such Standstill Period, including any missed payments. Any
         payments that would otherwise have been due during the Standstill
         Period (other than payments of interest and Additional Amounts, if any,
         on the Junior Notes) will not become due until after the end of such
         Standstill Period.

(d)      No Default that existed or was continuing on the date of the
         commencement of any Standstill Period shall be, or be made, the basis
         of the commencement of a subsequent Standstill Period by the Trustee,
         unless such Default shall have been cured or waived for a period of not
         less than 90 consecutive days. Except as provided in the preceding
         sentence, there shall be no limit on the number or frequency of
         Standstill Periods that may arise.

SECTION 6.03. Acceleration.

         If an Event of Default arising from any event specified in clause (8)
or (9) of Section 6.01 (Events of Default) with respect to the Issuer occurs,
the principal amount of, premium, if any, and accrued interest and any
Additional Amounts on all Outstanding Senior Notes shall be due and payable
immediately without any declaration, action or notice on the part of the Trustee
or any Holder of Senior Notes. If any other Event of Default occurs and is
continuing (other than an Event of Default specified in clause (4) of Section
6.01 (Events of Default)), then in every such case the Trustee or the Required
Holders of at least 25% in aggregate principal amount of the then Outstanding
Senior Notes may declare, by written notice to the Issuer (and to the Trustee if
given by the Required Holders), the principal amount of, premium, if any, and
accrued interest and any Additional Amounts on all

                                    - 115 -

<PAGE>

the Senior Notes to be due and payable immediately unless prior to such date all
Events of Default under this Indenture shall have been cured.Upon any such
declaration of acceleration, such principal amount, premium, if any, and accrued
interest and any Additional Amounts on the Senior Notes shall become immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived.

         If payment of the Senior Notes is accelerated because of an Event of
Default, the Issuer shall promptly notify the Trustee, the Holders of the Senior
Notes, the Junior Note Trustee and the holders of the Junior Notes.

SECTION 6.04. Rescission and Annulment.

         At any time after a declaration of acceleration of the Senior Notes has
been made, but before a judgment or decree of payment of the money due has been
obtained by the Trustee, the Required Holders of at least a majority in
aggregate principal amount of the then Outstanding Senior Notes, by written
notice to the Issuer and the Trustee, may rescind and annul such declaration and
its consequences, but only if:

         (1)      the Issuer has paid or deposited with the Trustee a sum
                  sufficient to pay (a) all sums paid or advanced by the Trustee
                  under this Indenture and the reasonable compensation,
                  expenses, disbursements and advances of the Trustee, its
                  agents and counsel, (b) all overdue interest on all Senior
                  Notes then Outstanding, (c) the principal of, and premium, if
                  any, and Additional Amounts, if any, on any Senior Notes then
                  Outstanding which have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  borne by the Senior Notes, and (d) to the extent that payment
                  of such interest is lawful, interest upon overdue interest at
                  the Default Rate;

         (2)      the rescission would not conflict with any judgment or decree
                  of a court of competent jurisdiction; and

         (3)      all Events of Default, other than the non-payment of principal
                  of, premium, if any, and interest and Additional Amounts, if
                  any, on the Senior Notes which have become due solely by such
                  declaration of acceleration, have been cured or waived as
                  provided in this Indenture.

         No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

SECTION 6.05. Certain Amendments and Waivers Binding on the Junior Notes.

         Subject to the restrictions in the Security Trust and Intercreditor
Deed, if the Holders of the Senior Notes waive a Default or Event of Default
and/or consent to an amendment (which amendment becomes effective) to the terms
of any covenant or condition in the Senior Notes and/or this Indenture to
address the circumstances leading to such Default or Event of Default during any
Standstill Period, the Issuer and the Guarantors may (in the case of a waiver)
and promptly shall (in the case of an amendment) enter into a supplemental
indenture to the Junior Note Indenture with the Junior Note Trustee to record
such waiver (in the case of a waiver) or amend the Junior Notes and/or the
Junior Note Indenture to the same effect (in the case of an amendment), in each
case without the consent of the Holders (as such term is defined in the

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Junior Note Indenture) of the Junior Notes, and in each case provided that no
such waiver or amendment shall effect any of the changes specified in clauses
(1) through (14), inclusive, of Section 10.01 (Supplemental Indentures With
Consent of Holders) of the Junior Note Indenture without the consent of each
Holder (as such term is defined in the Junior Note Indenture) of the Junior
Notes affected thereby.

SECTION 6.06. Collection of Indebtedness and Suits for Enforcement by Trustee.

         The Issuer covenants that if:

         (a)      default is made in the payment of interest or any Additional
                  Amounts on any Senior Note when such interest or Additional
                  Amount becomes due and payable and such default continues for
                  a period of 14 days; or

         (b)      default is made in the payment of the principal of (or
                  premium, if any, on) any Senior Note at the maturity thereof,

the Issuer will, upon demand of the Trustee, pay to the Trustee, for the benefit
of the Holders of such Senior Notes, the whole amount then due and payable on
such Senior Notes for principal (and premium, if any), interest and Additional
Amounts, if any, and interest on any overdue principal (and premium, if any) and
Additional Amounts and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue interest, at the Default Rate; and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances (except those made in bad faith or as a
result of negligence) of the Trustee, its agents and counsel.

         If an Event of Default with respect to the Senior Notes occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Senior Notes by such appropriate
judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.

SECTION 6.07. Trustee May File Proofs of Claim.

         In case of any judicial proceeding relative to the Issuer or any other
Obligor, including any Guarantor, on the Senior Notes, or the property of the
Issuer or of such other Obligor, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder of a Senior
Note to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any
other amounts due to the Trustee under Section 7.07 (Compensation and
Indemnity).

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         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the Senior
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

SECTION 6.08. Trustee May Enforce Claims Without Possession of Senior Notes.

         All rights of action and claims under this Indenture or the Senior
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Senior Notes or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any other
amounts due to the Trustee under Section 7.07 (Compensation and Indemnity), be
for the ratable benefit of the Holders of the Senior Notes in respect of which
such judgment has been recovered.

SECTION 6.09. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article 6 in
respect of the Senior Notes shall be applied in the following order, at the date
or dates fixed by the Trustee and, in the case of the distribution of such money
on account of principal (and premium, if any), interest, or Additional Amounts,
if any, upon presentation of such Senior Notes and notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts applicable to such Senior Notes in
respect of which or for the benefit of which such money has been collected due
to the Trustee under Section 7.07 (Compensation and Indemnity);

         SECOND: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) interest, and Additional Amounts, if any, on such
Senior Notes in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Senior Notes for principal (and premium, if any)
interest, and Additional Amounts, if any, respectively; and

         THIRD: To the payment of the balance, if any, to the Issuer or any
other Person or Persons legally entitled thereto.

SECTION 6.10. Limitation on Suits.

         No Holder of any Senior Note shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture or the Senior
Notes or the Guarantee of the Senior Notes, or for the appointment of a receiver
or trustee, or for any other remedy, unless:

         (1)      such Holder has previously given written notice to the Trustee
                  of a continuing Event of Default;

         (2)      the Required Holders of at least:

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                  (a)      25%, in the case of any Event of Default other than
                           an Event of Default specified in clause (4) of
                           Section 6.01 (Events of Default);

                  (b)      25%, in the case of an Event of Default specified in
                           clause (4) of Section 6.01 (Events of Default) if no
                           Junior Notes are Outstanding within the meaning of
                           the Junior Note Indenture; or

                  (c)      35%, in the case of an Event of Default specified in
                           clause (4) of Section 6.01 (Events of Default) if any
                           Junior Notes are Outstanding within the meaning of
                           the Junior Note Indenture;

                  in aggregate principal amount of the then Outstanding Senior
                  Notes shall have made written request to the Trustee to
                  institute proceedings in respect of such Event of Default in
                  its own name, as trustee hereunder;

         (3)      such Holder has offered to the Trustee indemnity reasonably
                  acceptable to it against the costs, expenses and liabilities
                  to be incurred in compliance with such request;

         (4)      the Trustee for 60 days after its receipt of such notice,
                  request and offer of indemnity has failed to institute any
                  such proceeding; and

         (5)      no direction inconsistent with such written request has been
                  given to the Trustee during such 60-day period by the Required
                  Holders of at least a majority in aggregate principal amount
                  of the then Outstanding Senior Notes;

it being understood and intended that no one or more Holders of Senior Notes
shall have any right in any manner whatsoever by virtue of, or by availing of,
any provision of this Indenture to affect, disturb or prejudice the rights of
any other such Holder or Holders, or to obtain or to seek to obtain priority or
preference over any other such Holder or Holders or to enforce any right under
this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all Holders of Senior Notes.

SECTION 6.11. Unconditional Rights of Holders to Receive Payment.

         Notwithstanding any other provision in this Indenture or the Security
Trust and Intercreditor Deed, each Holder of any Senior Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any), interest, and Additional Amounts, if any, on such
Senior Note on the respective dates when such payments are due and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

SECTION 6.12. Restoration of Rights and Remedies.

         If the Trustee or any Holder of any Senior Note has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Issuer, the Trustee
and the Holders of Senior Notes shall be restored severally and respectively to
their

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former positions hereunder and thereafter all rights and remedies of the Trustee
and the Holders of Senior Notes shall continue as though no such proceeding had
been instituted.

SECTION 6.13. Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Senior Notes in Section 2.07 (Mutilated,
Destroyed, Lost or Stolen Senior Notes), no right or remedy herein conferred
upon or reserved to the Trustee or to the Holders of Senior Notes is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 6.14. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Senior Note
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Subject to the other provisions of this Article 6 and,
in the case of the Trustee, subject to the provisions of the Security Trust and
Intercreditor Deed, every right and remedy given by this Article 6 or by law to
the Trustee or to the Holders of Senior Notes may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders
of Senior Notes.

SECTION 6.15. Control by Holders.

         Holders of the Senior Notes may not enforce this Indenture or the
Senior Notes except as provided in this Indenture. The Required Holders of at
least a majority in aggregate principal amount of the Senior Notes then
Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Senior Notes,
provided that:

         (1)      such direction is not in conflict with any rule of law, with
                  this Indenture or with the Security Trust and Intercreditor
                  Deed; and

         (2)      the Trustee may take any other action deemed proper by the
                  Trustee which is not inconsistent with such direction.

         If an Event of Default has occurred and is continuing, the Required
Holders of at least:

         (1)      25%, in the case of any Event of Default other than an Event
                  of Default specified in clause (4) of Section 6.01 (Events of
                  Default);

         (2)      25%, in the case of an Event of Default specified in clause
                  (4) of Section 6.01 (Events of Default) if no Junior Notes are
                  Outstanding as such term is defined in the Junior Note
                  Indenture; or

         (3)      35%, in the case of an Event of Default specified in clause
                  (4) of Section 6.01 (Events of Default) if any Junior Notes
                  are Outstanding as such term is defined in the Junior Note
                  Indenture,

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in aggregate principal amount of the Senior Notes then Outstanding shall have
the right to direct the Trustee in writing to direct that (a) action be taken to
enforce the security interests in favor of the Security Trustee on behalf of the
Secured Creditors in the Transaction Security, subject to the terms of the
Security Trust and Intercreditor Deed, provided that no direction inconsistent
with such written direction has been given to the Trustee by the Required
Holders of at least a majority in aggregate principal amount of the Senior Notes
then Outstanding or (b) enforcement action be taken in relation to any of the
Intra-Group Liabilities pursuant to the Security Trust and Intercreditor Deed,
subject to the terms thereof.

SECTION 6.16. Waiver of Past Defaults.

         The Required Holders of at least a majority in aggregate principal
amount of the Senior Notes then Outstanding by notice to the Trustee may on
behalf of the Holders of all of the Senior Notes waive any existing Default or
Event of Default and its consequences under this Indenture, except (1) a
continuing Default or Event of Default in the payment of interest or Additional
Amounts, if any, on, or the principal of or premium, if any, on the Senior Notes
or (2) a Default or Event of Default in respect of a covenant or provision
hereof which under Article 10 (Supplemental Indentures, Consents and Waivers)
cannot be modified or amended without the consent of the Holder of each
Outstanding Senior Note affected. Upon any such waiver, such Event of Default or
Default shall cease to exist, and any Event of Default or Default arising
therefrom will be deemed to have been cured and not to have occurred for every
purpose of this Indenture. No such waiver shall extend to any subsequent or
other Event of Default or Default or impair any right consequent thereon.

SECTION 6.17. Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant and in the manner and to the extent provided in the Trust Indenture
Act; provided that neither this Section 6.17 nor the Trust Indenture Act shall
be deemed to authorize any court to require such an undertaking or to make such
assessment in any suit instituted by the Issuer, in any suit instituted by the
Trustee, in any suit instituted by any Holder, or group of Required Holders
holding in the aggregate more than 10% in aggregate principal amount of the
Senior Notes then Outstanding, or in any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium or interest or
Additional Amounts on any Senior Notes pursuant to Section 6.11 (Unconditional
Rights of Holders to Receive Payments).

SECTION 6.18. Waiver of Usury, Stay or Extension Laws.

         The Issuer and each Guarantor covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Issuer and
each Guarantor (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the

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execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law had been enacted.

SECTION 6.19. Compliance Certificate; Notices of Default.

         The Issuer will deliver to the Trustee a semi-annual statement on or
about June 15 and December 15 of each year, commencing December 15, 2003, in the
form of a certificate signed in the name of the Issuer by any two of the chief
executive officer, the chief financial officer or the chief accounting officer
of the Issuer as to compliance with this Indenture. Furthermore, upon becoming
aware of any Default or Event of Default under this Indenture, the Issuer shall
deliver to the Trustee and the Security Trustee a statement, in the form of an
Officers' Certificate, specifying such Default or Event of Default and the
nature and status thereof.

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                                    ARTICLE 7
                                   THE TRUSTEE

SECTION 7.01. Certain Duties of Trustee.

(1)      Except during the continuance of an Event of Default, the Trustee
         undertakes to perform such duties and only such duties as are
         specifically set forth in this Indenture and no implied covenants or
         obligations shall be read into this Indenture against the Trustee.

(2)      The Trustee may conclusively rely (and will not be liable to any Holder
         of a Senior Note for so relying), as to the truth of the statements and
         the correctness of the opinions expressed therein, upon Officers'
         Certificates or Opinions of Counsel furnished to the Trustee and
         conforming to the requirements of this Indenture.

(3)      If an Event of Default has occurred and is continuing, the Trustee
         shall exercise the rights and powers vested in it by this Indenture and
         use the same degree of care and skill in their exercise as a prudent
         person would exercise or use under the circumstances in the conduct of
         such person's own affairs.

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

         (a)      this paragraph does not limit the effect of clause (1) or (2)
                  of this Section 7.01;

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

         (c)      the Trustee shall not be liable with respect to any action it
                  takes or omits to take in good faith in accordance with a
                  direction received by it pursuant to Section 6.15 (Control by
                  Holders); and

         (d)      no provision of this Indenture shall require the Trustee to
                  expend or risk its own funds or otherwise incur financial
                  liability in the performance of any of its duties hereunder or
                  in the exercise of any of its rights or powers, if it shall
                  have reasonable grounds to believe that repayment of such
                  funds or adequate indemnity against such risk or liability is
                  not reasonably assured to it.

(5)      Every provision of this Indenture that in any way relates to the
         Trustee is subject to this Section 7.01 and to the provisions of the
         Trust Indenture Act (regardless of whether it is so stated).

(6)      Nothing in this Indenture shall in any case in which the Trustee has
         failed to show the degree of care and diligence required of it as
         trustee having regard to the provisions of this Indenture conferring on
         it any trusts, powers, authorities or discretions exempt the Trustee
         from or indemnify it against any liability for breach of trust, its own
         negligent action, its own negligent failure to act or its own willful
         misconduct.

(7)      Without being liable to any Person for any delay or loss caused
         thereby, the Trustee may refrain from exercising any of the
         discretions, authorities, rights or powers vested in it by this
         Indenture at the request or direction of any of the Holders pursuant to
         this Indenture,

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<PAGE>

         unless such Holders shall have offered to the Trustee an indemnity
         satisfactory to it against the losses, costs, charges, actions,
         proceedings, damages, claims, demands, expenses and other liabilities
         which might be incurred by it or which it may be exposed to by so doing
         in compliance with such request or direction.

SECTION 7.02. Notice of Defaults.

         The Trustee shall give the Holders of the Senior Notes notice of each
Default under this Indenture known to the Trustee, within 30 days after it
becomes aware of such Default, as and to the extent provided by the Trust
Indenture Act, unless such Default shall have been cured or waived.

SECTION 7.03. Certain Rights and Discretions of Trustee.

         The Trustee shall have all the powers conferred upon trustees by the
Trustee Acts and by way of supplement thereto and, subject to Section 7.01
(Certain Duties of Trustee), it is expressly declared as follows:

         (a)      The Trustee may rely on any document reasonably believed by it
                  to be genuine and to have been signed or presented by the
                  proper Person. In the absence of manifest error, the Trustee
                  need not investigate any fact or matter or the expediency of
                  any transaction or thing stated or referred to in the
                  document.

         (b)      Before the Trustee acts or refrains from acting, it may
                  require an Officers' Certificate and/or an Opinion of Counsel,
                  in each case as to any fact or matter or the expediency of any
                  transaction or thing. The Trustee shall not be bound in any
                  such case to call for further evidence and shall not be liable
                  for any action it or any other Person takes or omits to take
                  in good faith in reliance on such Officers' Certificate or
                  Opinion of Counsel. Without limiting the foregoing, in
                  formulating its opinion under Section 10.02 (Supplemental
                  Indentures Without Consent of Holders), the Trustee may rely
                  on any such evidence as it deems reasonably appropriate,
                  including, without limitation, an Opinion of Counsel.

         (c)      The Trustee shall not be charged with knowledge of any Default
                  or Event of Default under clauses (2) to (10) (inclusive) of
                  Section 6.01 (Events of Default) hereof, of the identity of
                  any Subsidiary or Significant Subsidiary, or of the existence
                  of any Change of Control or Asset Sale unless an officer
                  located at the Trustee's address given in Section 13.02
                  (Notices) shall have received written notice thereof from the
                  Issuer or any Guarantor.

         (d)      The Trustee may in relation to this Indenture act on the
                  advice or opinion of or any information obtained by the
                  Trustee in writing from any lawyer, valuer, accountant,
                  surveyor, banker, broker, auctioneer or other expert whether
                  obtained by the Issuer, a Guarantor, the Trustee or otherwise
                  and shall not be responsible for any liability occasioned by
                  so acting.

         (e)      Any such advice, opinion or information may be sent or
                  obtained by letter, telex, telegram, facsimile transmission or
                  cable and the Trustee shall not be liable for acting on any
                  advice, opinion or information purporting to be

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<PAGE>

                  conveyed by any such letter, telex, telegram, facsimile
                  transmission or cable although the same shall contain some
                  error or shall not be authentic.

         (f)      The Trustee shall be at liberty to hold this Indenture and any
                  other documents relating thereto or to deposit them in any
                  part of the world with any banker or banking company or
                  company whose business includes undertaking the safe custody
                  of documents or lawyer or firm of lawyers considered by the
                  Trustee to be of good repute and the Trustee shall not be
                  responsible for or required to insure against any liability
                  incurred in connection with any such holding or deposit and
                  may pay all sums required to be paid on account of or in
                  respect of any such deposit.

         (g)      The Trustee shall not be responsible for the receipt or
                  application of any proceeds of the issue of any of the Senior
                  Notes by the Issuer, the exchange of any Global Senior Note
                  for another Global Senior Note or Definitive Registered Senior
                  Notes or the delivery of any Global Senior Note or Definitive
                  Registered Senior Notes to the Person(s) entitled to it or
                  them or the exchange of Global Senior Notes for Definitive
                  Registered Senior Notes.

         (h)      The Trustee shall not be bound to give notice to any Person of
                  the execution of any documents comprised or referred to in
                  this Indenture or to take any steps to ascertain whether any
                  Event of Default or any Default has happened and, subject to
                  clause (c) above, the Trustee shall be entitled to assume that
                  no Event of Default or Default has happened and that each of
                  the Issuer and each of the Guarantors is observing and
                  performing all its obligations under this Indenture, the
                  Senior Notes or the Security Trust and Intercreditor Deed.

         (i)      Save as expressly otherwise provided in this Indenture or the
                  Trust Indenture Act, the Trustee shall have absolute and
                  uncontrolled discretion as to the exercise or non-exercise of
                  its trusts, powers, authorities and discretions under this
                  Indenture and the Security Trust and Intercreditor Deed (the
                  exercise or non-exercise of which as between the Trustee and
                  the Holders shall be conclusive and binding on the Holders)
                  and shall not be responsible for any liability which may
                  result from their exercise or non-exercise.

         (j)      Subject to Section 6.15 (Control by Holders), the Trustee as
                  between itself and the Holders may determine all questions and
                  doubts arising in relation to any of the provisions of this
                  Indenture relating to the functions of the Trustee hereunder.
                  Every such determination, whether or not relating in whole or
                  in part to the acts or proceedings of the Trustee, shall be
                  conclusive and shall bind the Trustee and the Holders as
                  between themselves.

         (k)      Without limiting clause (a) above the Trustee shall not be
                  liable to any Person by reason of having accepted as valid or
                  not having rejected any Senior Note purporting to be such and
                  subsequently found to be forged or not authentic.

         (l)      Any consent or approval given by the Trustee for the purposes
                  of this Indenture may be given on such terms and subject to
                  such conditions (if any) as the

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                  Trustee thinks fit and notwithstanding anything to the
                  contrary in this Indenture may be given retrospectively.

         (m)      Save as otherwise expressly provided in this Indenture, the
                  Trustee shall not (unless and to the extent ordered so to do
                  by a court of competent jurisdiction) be required to disclose
                  to any Holder any information (including, without limitation,
                  information of a confidential, financial or price sensitive
                  nature) made available to the Trustee by the Issuer or any
                  Guarantor or any other Person in connection with this
                  Indenture or the Senior Notes and no Holder shall be entitled
                  to take any action to obtain from this Trustee any such
                  information.

         (n)      In connection with the exercise by it of any of its trusts,
                  powers, authorities and discretions under this Indenture
                  (including, without limitation, any modification, waiver,
                  authorization or determination), the Trustee shall have regard
                  to the general interests of the Holders as a class and shall
                  not have regard to any interests arising from circumstances
                  particular to any individual Holder or Holders (whatever their
                  number) and, in particular but without limitation, shall not
                  have regard to the consequences of any such exercise for
                  individual Holders (whatever their number) resulting from
                  their being for any purpose domiciled or resident in, or
                  otherwise connected with, or subject to the jurisdiction of,
                  any particular territory or any political subdivision thereof
                  and the Trustee shall not be entitled to require, nor shall
                  any Holder be entitled to claim, from the Issuer, any
                  Guarantor, the Trustee or any other person any indemnification
                  or payment in respect of any tax consequence of any such
                  exercise upon individual Holders except to the extent already
                  provided for in Section 4.37 (Additional Amounts) and/or any
                  undertaking given in addition thereto or in substitution
                  therefor under this Indenture.

         (o)      Subject to requirements of and limitations of the Trust
                  Indenture Act, the Trustee may whenever in its reasonable
                  judgment it thinks fit delegate by power of attorney or
                  otherwise to any person or persons or fluctuating body of
                  persons (whether being a joint trustee of this Indenture or
                  not) all or any of its trusts, powers, authorities and
                  discretions under this Indenture. Such delegation may be made
                  upon such terms (including power to sub-delegate), for such
                  fixed or indefinite period of time and subject to such
                  conditions and regulations as the Trustee may in the interests
                  of the Holders and in its reasonable judgment think fit. The
                  Trustee shall not be under any obligation to supervise the
                  proceedings or acts of any such delegate or sub-delegate or be
                  in any way responsible for any liability incurred by reason of
                  any misconduct or default on the part of any such delegate or
                  sub-delegate. The Trustee shall promptly after any such
                  delegation or any renewal, extension or termination thereof
                  give notice thereof to the Issuer.

         (p)      The remuneration the Trustee may pay to any Person to whom it
                  delegates any or all of its rights, powers and discretions
                  pursuant to subclause (o) of this Section 7.03 and to any
                  agent it appoints pursuant to subclause (q) of this Section
                  7.03, together with any reasonable costs and expenses incurred
                  by that

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                  person in performing its functions pursuant to its appointment
                  as a delegate or, as the case may be, agent of the Trustee,
                  shall, for the purposes of this Indenture, be treated as costs
                  and expenses incurred by the Trustee.

         (q)      The Trustee may in the conduct of the trusts of this Indenture
                  instead of acting personally employ and pay an agent
                  (including but not limited to a lawyer or other professional
                  person) to transact or conduct, or concur in transacting or
                  conducting, any business and to do, or concur in doing, all
                  acts required to be done in connection with this Indenture.
                  Provided that the Trustee has exercised reasonable care in the
                  selection of such agent, the Trustee shall not be in any way
                  responsible for any liability incurred by reason of any
                  misconduct or default on the part of any such agent or be
                  bound to, supervise the proceedings or acts of any such agent.

         (r)      The Trustee shall not be responsible for the execution,
                  delivery, legality, effectiveness, adequacy, genuineness,
                  validity, performance, enforceability or admissibility in
                  evidence of this Indenture or the Senior Notes or any other
                  document relating or expressed to be supplemental thereto and
                  shall not be liable for any failure to obtain any license,
                  consent or other authority for the execution, delivery,
                  legality, effectiveness, adequacy, genuineness, validity,
                  performance, enforceability or admissibility in evidence of
                  this Indenture or any other document relating or expressed to
                  be supplemental thereto except, in each case, for its own
                  execution and delivery of this Indenture or the Senior Notes
                  and such other documents.

         SECTION 7.04. Individual Rights of Trustee.

         Subject to the Trust Indenture Act, neither the Trustee nor any
director or officer or holding company, subsidiary or associated company of the
Trustee (including, for the avoidance of doubt, the Security Trustee) or a
corporation acting as a trustee under this Indenture shall by reason of its or
his fiduciary position be in any way precluded from:

         (a)      entering into or being interested in any contract or financial
                  or other transaction or arrangement with the Issuer or any
                  Guarantor or any Person associated with the Issuer or any
                  Guarantor (including without limitation any contract,
                  transaction or arrangement of a banking or insurance nature or
                  any contract, transaction or arrangement in relation to the
                  making of loans or the provision of financial facilities or
                  financial advice to, or the purchase, placing or underwriting
                  of or the subscribing or procuring subscriptions for or
                  otherwise acquiring, holding or dealing with, or acting as
                  paying agent in respect of, the Senior Notes or any other
                  notes, bonds, stocks, shares, debenture stock, debentures or
                  other securities of the Issuer or any Guarantor or any Person
                  associated as aforesaid); or

         (b)      accepting or holding the trusteeship of any other trust deed
                  constituting or securing any other securities issued by or
                  relating to the Issuer or any Guarantor or any such Person so
                  associated with the Issuer or any Guarantor;

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and shall be entitled to exercise and enforce its rights, comply with its
obligations and perform its duties under or in relation to any such contract,
transaction or arrangement as is referred to in clause (a) above or, as the case
may be, any such trusteeship as is referred to in clause (b) above without
regard to the interests of the Holders and shall not be responsible for any
liability occasioned to the Holders thereby and shall be entitled to retain and
shall not be in any way liable to account for any profit made or share of
brokerage or commission or remuneration or other amount or benefit received
thereby or in connection therewith.

         Where any holding company, subsidiary or associated company of the
Trustee or any director or officer of the Trustee acting other than in his
capacity as such a director or officer has any information, the Trustee shall
not, unless it shall have actual knowledge of such information, be responsible
for any loss suffered by Holders resulting from the Trustee's failing to take
such information into account in acting or refraining from acting under or in
relation to this Indenture. Any agent appointed by the Trustee hereunder may do
the same with like rights. However, the Trustee is subject to Sections 7.08
(Disqualification; Conflicting Interests), 7.09 (Corporation Trustee Required;
Eligibility) and 7.13 (Preferential Collection of Claims Against Issuer).

SECTION 7.05. Money Held in Trust.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Issuer.

SECTION 7.06. Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Senior Notes, it shall not
be accountable for the Issuer's use of any proceeds from the Senior Notes, and
it shall not be responsible for any statement of the Issuer in this Indenture or
in any document issued in connection with the issuance of the Senior Notes or in
the Senior Notes.

SECTION 7.07. Compensation and Indemnity.

         The Issuer shall pay to the Trustee for its own account from time to
time such compensation together with any applicable value added tax, or similar
tax chargeable in respect of such compensation other than any tax on its income,
for its services as agreed in writing between the parties in the letter dated on
or about the Issue Date (the "NOTE TRUSTEE FEE LETTER") from the Trustee to the
Issuer, at the times and of the amounts specified in the Note Trustee Fee Letter
and as otherwise due under the terms of this Indenture. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall reimburse the Trustee upon request for all
properly incurred out-of-pocket expenses incurred or made by it, including costs
of collection, in addition to the compensation for its services. Such expenses
shall include the properly incurred compensation and expenses of the Trustee's
agents and counsel. The Issuer shall indemnify the Trustee (which for the
purposes of this Section 7.07 shall include its officers, directors, employees,
agents, delegates, attorneys, co-trustee or additional but separate trustee) and
any predecessor Trustee against any and all loss, liability or damage and the
reasonable costs or expenses including any stamp, documentary or other similar
Taxes or duties paid by the Trustee, incurred by it or its officers, directors,
employees, agents,

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delegates, attorneys, co-trustee or additional but separate trustee in
connection with the administration of this trust and the performance of its
duties hereunder. The Trustee shall notify the Issuer promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuer
shall not relieve the Issuer of its obligations hereunder. The Issuer shall
defend the claim and the Trustee may have separate counsel and the Issuer shall
pay the fees and expenses of such counsel. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad faith.

         To secure the Issuer's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Senior Notes on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Senior Notes.

         The Issuer's payment obligations pursuant to this Section 7.07 and
Sections 7.03 (Certain Rights and Discretions of Trustee) and 7.04 (Individual
Rights of Trustee) shall survive the discharge of this Indenture or the
resignation or removal of the Trustee. When the Trustee incurs expenses after
the occurrence of a Default specified in either clause (8) or (9) of Section
6.01 (Events of Default) with respect to the Issuer, the expenses are intended
to constitute expenses of administration under Bankruptcy Law.

         In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including but not limited to, acts of God, war (whether declared or
undeclared), terrorism, fire, riot, embargo, government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Agreement.

         In no event shall the Trustee be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Trustee has been advised of the
likelihood of such loss or damage and regardless of the form of action.

SECTION 7.08.  Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign within 90 days, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Indenture.

SECTION 7.09.  Corporation Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall at all
times satisfy the requirements of Section 310(a) of the Trust Indenture Act and
shall have a combined capital and surplus of at least US$50,000,000 and have its
Corporate Trust Office in the Borough of Manhattan, The City of New York. If
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal, State or District of Columbia supervising or
examining authority within the United States of America, then for the purposes
of this Section 7.09, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this

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Section 7.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article 7.

SECTION 7.10.  Resignation and Removal; Appointment of Successor.

         (1)      No resignation or removal of the Trustee and no appointment of
                  a successor Trustee pursuant to this Article 7 shall become
                  effective until the acceptance of appointment by the successor
                  Trustee in accordance with the applicable requirements of
                  Section 7.11 (Acceptance of Appointment by Successor).

         (2)      The Trustee may resign at any time with respect to the Senior
                  Notes by giving written notice thereof to the Issuer. If the
                  instrument of acceptance by a successor Trustee required by
                  Section 7.11 (Acceptance of Appointment by Successor) shall
                  not have been delivered to the Trustee within 30 days after
                  the giving of such notice of resignation, the resigning
                  Trustee may petition, at the expense of the Issuer, any court
                  of competent jurisdiction for the appointment of a successor
                  Trustee with respect to the Senior Notes.

         (3)      The Trustee may be removed at any time by act of the Required
                  Holders of a majority in aggregate principal amount of the
                  Outstanding Senior Notes delivered to the Trustee and to the
                  Issuer. If the instrument of acceptance by the successor
                  Trustee required by Section 7.11 (Acceptance of Appointment by
                  Successor) shall not have been delivered to the Trustee within
                  30 days after such act of the Required Holders of the Senior
                  Notes, the resigning Trustee may petition, at the expense of
                  the Issuer, any court of competent jurisdiction for the
                  appointment of a successor Trustee with respect to the Senior
                  Notes.

         (4)      If at any time:

                  (a)      the Trustee shall fail to comply with Section 7.08
                           (Disqualification; Conflicting Interests) after
                           written request therefor by the Issuer or by any
                           Holder of the Senior Notes who has been a bona fide
                           Holder of the Senior Notes for at least six months;
                           or

                  (b)      the Trustee shall cease to be eligible under Section
                           7.09 (Corporation Trustee Required; Eligibility) and
                           shall fail to resign after written request therefor
                           by the Issuer or by any Holder of the Senior Notes
                           who has been a bona fide Holder of a Senior Note for
                           at least six months; or

                  (c)      the Trustee shall become incapable of acting or shall
                           be adjudged a bankrupt or insolvent or an order for
                           relief shall be entered or a receiver of the Trustee
                           or of its property shall be appointed or any public
                           officer shall take charge or control of the Trustee
                           or of its property or affairs for the purpose of
                           rehabilitation, conservation or liquidation,

                  then, in any such case, (x) the Issuer by a Board Resolution
                  may remove the Trustee or (y) subject to Section 6.17
                  (Undertaking for Costs), any Holder of the Senior Notes who
                  has been a bona fide Holder of a Senior Note for at least six
                  months may, on behalf of himself and all others similarly
                  situated, petition any

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                  court of competent jurisdiction for the removal of the Trustee
                  with respect to all Senior Notes and the appointment of a
                  successor Trustee or Trustees.

         (5)      If the Trustee shall resign, be removed or become incapable of
                  acting (the "RETIRING TRUSTEE"), or if a vacancy shall occur
                  in the office of Trustee for any cause, the Issuer, by a Board
                  Resolution, shall promptly appoint a successor Trustee or
                  Trustees with respect to the Senior Notes (it being understood
                  that at any time there shall be only one Trustee with respect
                  to the Senior Notes), and shall comply with the applicable
                  requirements of Section 7.11 (Acceptance of Appointment by
                  Successor). If, within one year after such resignation,
                  removal or incapability, or the occurrence of such vacancy, a
                  successor Trustee with respect to the Senior Notes shall be
                  appointed by act of the Required Holders of a majority in
                  aggregate principal amount of the Outstanding Senior Notes
                  delivered to the Issuer and the retiring Trustee, the
                  successor Trustee so appointed shall, forthwith upon its
                  acceptance of such appointment in accordance with the
                  applicable requirements of Section 7.11 (Acceptance of
                  Appointment by Successor), become a successor Trustee with
                  respect to the securities and to that extent supersede the
                  successor Trustee appointed by the Issuer. If no successor
                  Trustee with respect to the Senior Notes shall have been so
                  appointed by the Issuer or the Holders of Senior Notes and
                  accepted appointment in the manner hereinafter required by
                  Section 7.11 (Acceptance of Appointment by Successor), any
                  Holder of the Senior Notes who has been a bona fide Holder of
                  a Senior Note for at least six months may, on behalf of
                  himself and all others similarly situated, petition any court
                  of competent jurisdiction for the appointment of a successor
                  Trustee.

         (6)      The Issuer shall give notice of each resignation and each
                  removal of the Trustee and each appointment of a successor
                  Trustee to all Holders of Senior Notes in the manner and to
                  the extent provided in Section 13.02 (Notices). Each notice
                  shall include the name of the successor Trustee and the
                  address of its Corporate Trust Office.

SECTION 7.11.  Acceptance of Appointment by Successor.

         (1)      In case of the appointment hereunder of a successor Trustee,
                  every such successor Trustee so appointed shall execute,
                  acknowledge and deliver to the Issuer and to the retiring
                  Trustee an instrument accepting such appointment, and
                  thereupon the resignation or removal of the retiring Trustee
                  shall become effective and such successor Trustee, without any
                  further act, deed or conveyance, shall become vested with all
                  the rights, powers, trusts and duties of the retiring Trustee;
                  but, on request of the Issuer or the successor Trustee, such
                  retiring Trustee shall, upon payment of its charges, execute
                  and deliver an instrument transferring to such successor
                  Trustee, all the rights, powers and trusts of the retiring
                  Trustee and shall duly assign, transfer and deliver to such
                  successor Trustee all property and money held by such retiring
                  Trustee hereunder.

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<PAGE>

         (2)      Upon request of any such successor Trustee, the Issuer shall
                  execute any and all instruments for more fully and certainly
                  vesting in and confirming to such successor Trustee all such
                  rights, powers and trusts referred to in clauses (1) or (2) of
                  this Section 7.11, as the case may be.

         (3)      No successor Trustee shall accept its appointment unless at
                  the time of such acceptance such successor Trustee shall be
                  qualified and eligible under this Article 7.

SECTION 7.12.  Merger, Conversion, Consolidation or Succession to Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article 7,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto.

SECTION 7.13.  Preferential Collection of Claims Against Issuer.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent indicated.

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                                    ARTICLE 8
                 HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUER

SECTION 8.01.  Issuer to Furnish Trustee Names and Addresses of Holders.

         The Issuer will furnish or cause to be furnished to the Trustee:

         (1)      not more than 15 days after each Regular Record Date, a list,
                  in such form as the Trustee may reasonably require, of the
                  names and addresses of the Holders of Definitive Registered
                  Senior Notes as of such Regular Record Date or such specified
                  date, and

         (2)      at such other times as the Trustee may request in writing,
                  within 30 days after the receipt by the Issuer of any such
                  request, a list of similar form and content as of a date not
                  more than 15 days prior to the time such list is furnished.

         The Issuer need not furnish or cause to be furnished to the Trustee
pursuant to this Section 8.01 the names and address of Holders of Definitive
Registered Senior Notes if the Trustee acts as Registrar with respect to such
Senior Notes or if no Senior Notes are held in the form of Definitive Registered
Senior Notes.

SECTION 8.02.  Preservation of Information; Communications to Holders.

         (1)      The Trustee shall preserve, in as current a form as is
                  reasonably practicable, the names and addresses of Holders (i)
                  contained in the most recent list furnished to the Trustee as
                  provided in Section 8.01 (Issuer to Furnish Trustee Names and
                  Addresses of Holders) and (ii) received by the Trustee in its
                  capacity as Paying Agent or Registrar (if so acting). The
                  Trustee may destroy any list furnished to it as provided in
                  Section 8.01 (Issuer to Furnish Trustee Names and Addresses of
                  Holders) upon receipt of a new list so furnished.

         (2)      The rights of the Holders of Senior Notes to communicate with
                  other Holders with respect to their rights under this
                  Indenture or under the Senior Notes, and the corresponding
                  rights and privileges of the Trustee, shall be as provided by
                  the Trust Indenture Act.

         (3)      Every Holder, by receiving and holding a Senior Note, agrees
                  with the Issuer and the Trustee that neither the Issuer nor
                  the Trustee nor any agent of any of them shall be held
                  accountable by reason of the disclosure of any such
                  information as to the names and addresses of the Holders in
                  accordance with clause (2) of this Section 8.02.

SECTION 8.03.  Reports by Trustee.

         (1)      Not later than 60 days after May 15 in each year following the
                  date hereof, so long as the Trust Indenture Act shall so
                  require and any Senior Notes are Outstanding hereunder, the
                  Trustee shall transmit to Holders (and to such other Persons
                  as the Trust Indenture Act may require) such reports as may be
                  required pursuant to and in compliance with the Trust
                  Indenture Act, which reports shall be dated as of May 15.

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<PAGE>

         (2)      So long as the Trust Indenture Act shall so require, a copy of
                  each such report shall, at the time of such transmission to
                  Holders, be filed by the Trustee with each securities exchange
                  upon which the Trustee has been notified that the Senior Notes
                  are listed, with the SEC and with the Issuer. The Issuer shall
                  promptly notify the Trustee when Senior Notes are listed on
                  any securities exchange or of any delisting thereof.

SECTION 8.04.  Reports by Issuer.

         The Issuer shall file with the Trustee and the SEC, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, document or report required to be filed with the SEC pursuant
to Section 13 or Section 15(d) of the US Exchange Act or pursuant to Section
4.20 (SEC Reports: Other Information) shall be filed with the Trustee within 15
days after the same is required to be filed with the SEC. Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of such shall not constitute constructive notice
of any information contained therein or determinable from information contained
therein, including the Issuer's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to conclusively rely exclusively on
Officer's Certificates).

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                                    ARTICLE 9
                           SATISFACTION AND DISCHARGE

SECTION 9.01.  Satisfaction and Discharge.

         This Indenture shall upon Issuer Request be discharged and cease to be
of further effect as to all Senior Notes issued hereunder (except as to rights
of registration of transfer and exchange of Senior Notes), and the Trustee, at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Senior Notes
when:

         (1)      either:

                  (a)      all Senior Notes that have been theretofore
                           authenticated and delivered, except (i) lost, stolen
                           or destroyed Senior Notes that have been replaced or
                           paid as provided in Section 2.07 (Mutilated,
                           Destroyed, Lost and Stolen Senior Notes) and (ii)
                           Senior Notes for whose payment money has theretofore
                           been deposited in trust and thereafter repaid to the
                           Issuer or discharged from such trust as provided in
                           Section 4.29 (Money for Payments to be Held in
                           Trust), have been delivered to the Trustee for
                           cancellation; or

                  (b)      all Senior Notes described in (a) above that have not
                           theretofore been delivered to the Trustee for
                           cancellation:

                           (i)      have become due and payable by reason of the
                                    giving or delivery of a notice of redemption
                                    or otherwise;

                           (ii)     will become due and payable at their Stated
                                    Maturity within one year; or

                           (iii)    are to be called for redemption within one
                                    year under arrangements satisfactory to the
                                    Trustee for the giving of notice of
                                    redemption by the Trustee in the name, and
                                    at the expense, of the Issuer,

                        and in the case of (i), (ii) or (iii) above the Issuer
                        has irrevocably deposited or caused to be deposited with
                        the Trustee, as trust funds in trust solely for the
                        benefit of the Holders, cash denominated in the Relevant
                        Currency, in such amounts as will be sufficient without
                        consideration of any reinvestment of interest, to pay
                        and discharge the entire indebtedness on the Senior
                        Notes not theretofore delivered to the Trustee for
                        cancellation, including principal and premium, if any,
                        and accrued interest and Additional Amounts, if any, to
                        the Stated Maturity or the Repayment Date, as the case
                        may be;

         (2)      in the case of clause (1)(b)(ii) or (iii) above, no Default or
                  Event of Default with respect to the Senior Notes has occurred
                  and is continuing on the date of the deposit or will occur as
                  a result of the deposit and the deposit will not result in a
                  breach or violation of, or constitute a default under, any
                  other instrument to

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<PAGE>

                  which the Issuer or any Subsidiary of the Issuer is a party or
                  by which the Issuer or any Subsidiary of the Issuer is bound;

         (3)      the Issuer has paid or caused to be paid all sums then payable
                  by it under this Indenture; and

         (4)      if applicable, the Issuer has delivered irrevocable
                  instructions to the Trustee under this Indenture to apply the
                  deposited money toward the payment of the Senior Notes at
                  Stated Maturity or the Repayment Date, as the case may be.

         In addition, the Issuer shall deliver an Officers' Certificate and an
Opinion of Counsel to the Trustee, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been satisfied.

         Upon the satisfaction of the conditions set forth in this Section 9.01
with respect to all the Senior Notes, the terms and conditions of the Senior
Notes, including the terms and conditions with respect thereto set forth in this
Indenture, shall no longer be binding upon, or applicable to, the Issuer.

         Notwithstanding any satisfaction and discharge of this Indenture, any
obligations under Sections 7.07 (Compensation and Indemnity), 7.03 (Certain
Rights and Discretions of Trustee), 7.04 (Individual Rights of Trustee) and 7.10
(Resignation and Removal; Appointment of Successor) and, if cash shall have been
deposited with the Trustee pursuant to subclause (b) of clause (1) of this
Section 9.01, the obligations of the Trustee under Section 9.02 (Application of
Trust Money) and the last paragraph of Section 4.29 (Money for Payments to be
Held in Trust) shall survive any such satisfaction and discharge.

SECTION 9.02.  Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 4.29 (Money
for Payments to be Held in Trust), all money deposited with the Trustee pursuant
to Section 9.01 (Satisfaction and Discharge) shall be held in trust and applied
by it, in accordance with the provisions of this Indenture and the Senior Notes,
to the payment, either directly or through any Paying Agent, as the Trustee may
determine, to the Persons entitled thereto, of the principal of, premium, if
any, and interest and Additional Amounts, if any, on the Senior Notes for whose
payment such money has been deposited with the Trustee.

SECTION 9.03.  Reinstatement.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article 9 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Issuer's obligations
under this Indenture and the Senior Notes shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 9 until such time as the
Trustee or the Paying Agent is permitted to apply all such money in accordance
with this Article 9; provided, however, that if the Issuer has made any payment
of interest on or principal, of or premium, if any, on any Senior Notes because
of the reinstatement of its obligations, the Issuer shall be subrogated to the
rights of the Holders of such Senior Notes to receive such payment from the
money held by the Trustee or the Paying Agent.

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                                   ARTICLE 10

                  SUPPLEMENTAL INDENTURES, CONSENTS AND WAIVERS

SECTION 10.01.  Supplemental Indentures With Consent of Holders.

         Except as permitted by Section 10.02 (Supplemental Indentures Without
Consent of Holders) and subject to the provisions of the Security Trust and
Intercreditor Deed, with the consent of the Required Holders of not less than a
majority in aggregate principal amount of the Outstanding Senior Notes, voting
as a class (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, the Senior Notes), the
Issuer, when authorized by a Board Resolution, the Guarantors and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture, any other indenture supplemental hereto, the
Senior Notes or the Guarantee of the Senior Notes, or of modifying in any manner
the rights of the Holders of Senior Notes under this Indenture, the Senior
Notes, the Security Trust and Intercreditor Deed or the Guarantee of the Senior
Notes; provided, however, that notwithstanding any other provision of this
Indenture to the contrary, no such supplemental indenture may, without the
consent of the Holder of each Outstanding Senior Note affected thereby:

         (1)      reduce the percentage of the aggregate principal amount of
                  Outstanding Senior Notes, the consent of whose Required
                  Holders is required for any such supplemental indenture, or
                  the consent of whose Required Holders is required for any
                  waiver (of compliance with provisions of this Indenture or of
                  Defaults hereunder and their consequences) provided for in
                  this Indenture or the consent of whose Required Holders is
                  necessary to rescind or annul any declaration of the principal
                  of, premium, if any, accrued interest or Additional Amounts,
                  if any, to be due and payable;

         (2)      reduce the principal of or change the Stated Maturity of such
                  Senior Note or alter the provisions with respect to the
                  mandatory or optional redemption of such Senior Note,
                  including the provisions with respect to the amount payable
                  upon the optional or mandatory redemption of such Senior Note
                  or the time at which such Senior Note may or must be redeemed,
                  but excluding the definitions of "Asset Sale" and "Cash
                  Collateral Releases" and Section 4.03 (Asset Sales);

         (3)      reduce the rate of, or change the time for payment of,
                  interest on such Senior Note;

         (4)      waive a Default or Event of Default in the payment of
                  principal of, or interest, premium or Additional Amounts, if
                  any, on, such Senior Note (except a rescission of acceleration
                  of the maturity of the Senior Notes by the Required Holders of
                  at least a majority in aggregate principal amount of such
                  Outstanding Senior Notes and a waiver of the payment default
                  on such Senior Notes solely to the extent that it resulted
                  from such acceleration);

         (5)      make such Senior Note payable in money other than that stated
                  in such Senior Note;

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<PAGE>

         (6)      make any change in the provisions of this Indenture relating
                  to waivers of past Defaults or Events of Default or the rights
                  of Holders of the Senior Notes to receive payments of
                  principal of, or interest, premium or Additional Amounts, if
                  any, on, the Senior Notes when due or to bring suits to
                  enforce those payments;

         (7)      waive a redemption payment with respect to such Senior Note;

         (8)      release any Guarantor from any of its obligations under the
                  Guarantee of the Senior Notes or this Indenture, except in
                  accordance with the terms of this Indenture;

         (9)      modify the provisions described under Section 3.09 (Redemption
                  Upon Changes in Withholding Taxes) or Section 4.37 (Additional
                  Amounts) or amend the terms of the Senior Notes or this
                  Indenture in a way that would result in the loss of an
                  exemption from any of the Taxes described thereunder;

         (10)     modify the provisions set forth in Section 4.36 (Currency
                  Indemnity);

         (11)     modify the provisions set forth in Section 6.02 (Payment
                  Blockage Provisions);

         (12)     make any change in the Guarantee of the Senior Notes that
                  would adversely affect the Holders of the Senior Notes;

         (13)     make any change in any Security Document or the provisions of
                  this Indenture relating to the Security Documents that would
                  adversely affect the Holders of the Senior Notes; or

         (14)     modify any of the provisions of this Section 10.01 or Section
                  6.04 (Rescission and Annulment).

         It shall not be necessary for any act of the Holders under this Section
10.01 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such act shall approve the substance thereof.

         After an amendment pursuant to this Section 10.01 becomes effective,
the Issuer shall provide notice to Holders of Senior Notes briefly describing
such amendment in the manner provided in Section 13.02 (Notices). The failure to
give such notice to all Holders of Senior Notes, or any defect therein, shall
not impair or affect the validity of an amendment under this Section 10.01.

SECTION 10.02.  Supplemental Indentures Without Consent of Holders.

         Notwithstanding Section 10.01 (Supplemental Indentures With Consent of
Holders) but subject to the provisions of the Security Trust and Intercreditor
Deed, without the consent of any Holders, the Issuer, when authorized by a Board
Resolution, the Guarantors and the Trustee, at any time and from time to time,
may enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, or otherwise amend or supplement this Indenture, any other
indenture supplemental hereto, the Senior Notes or the Guarantee of the Senior
Notes for any of the following purposes:

                                    - 138 -

<PAGE>

         (1)      to add to the covenants of the Issuer or any Guarantor for the
                  benefit of the Holders of the Senior Notes or to surrender any
                  right or power conferred upon the Issuer or any Guarantor in
                  the Indenture, the Senior Notes or the Guarantee of the Senior
                  Notes;

         (2)      to cure any ambiguity, or to correct or supplement any
                  provision in this Indenture or any other supplemental
                  indenture hereto, the Senior Notes or the Guarantee of the
                  Senior Notes which may be defective or inconsistent with any
                  other provision in the Indenture, any other supplemental
                  indenture hereto, the Senior Notes or the Guarantee of the
                  Senior Notes or to make any other provisions with respect to
                  matters or questions arising under this Indenture that shall
                  not be inconsistent with the provisions of this Indenture,
                  provided that such provisions shall not adversely affect the
                  interests of the Holders of the Senior Notes;

         (3)      to provide for uncertificated Senior Notes in place of
                  certificated Senior Notes, provided that such provisions shall
                  not adversely affect the interests of the Holders of the
                  Senior Notes and such uncertificated Senior Notes are issued
                  in registered form;

         (4)      (a) to add a Guarantor under this Indenture and to provide for
                  the grant of New Security for the benefit of the Holders of
                  the Senior Notes, or to mortgage, pledge, hypothecate or grant
                  a security interest in favor of the Security Trustee for the
                  benefit of the Trustee for the benefit of the Holders of the
                  Senior Notes as additional security for the payment and
                  performance of the Issuer's and any Guarantor's obligations
                  under this Indenture, in any property or assets, including any
                  which are required to be mortgaged, pledged or hypothecated,
                  or in which a security interest is required to be granted to
                  the Security Trustee for the benefit of the Trustee for the
                  benefit of the Holders of the Senior Notes pursuant to this
                  Indenture, the Security Trust and Intercreditor Deed or
                  otherwise; or (b) to evidence the accession of Marconi Sud
                  S.p.A. as a Non-US Guarantor pursuant to Section 4.39
                  (Accession of Italian Guarantor);

         (5)      to evidence and provide for the acceptance of the appointment
                  of a successor Trustee under this Indenture; or

         (6)      to comply with any requirements of the SEC under the Trust
                  Indenture Act in order to maintain the qualification of this
                  Indenture under the Trust Indenture Act.

         After an amendment pursuant to this Section 10.02 (other than
sub-clause (4)(b) above) becomes effective, the Issuer shall provide notice to
Holders of Senior Notes briefly describing such amendment in the manner provided
in Section 13.02 (Notices). The failure to give such notice to all Holders of
Senior Notes, or any defect therein, shall not impair or affect the validity of
an amendment under this Section 10.02.

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SECTION 10.03.  Compliance with Trust Indenture Act.

         Every supplemental indenture to this Indenture shall comply with the
Trust Indenture Act as then in effect.

SECTION 10.04.  Revocation and Effect of Consents and Waivers.

         A consent to an amendment or a waiver by a Holder of a Senior Note
shall bind the Holder and every subsequent Holder of that Senior Note or portion
of the Senior Note that evidences the same debt as the consenting Holder's
Senior Note, even if notation of the consent or waiver is not made on the Senior
Note. However, any such Holder or subsequent Holder may revoke the consent or
waiver as to such Holder's Senior Note or portion of the Senior Note if such
consent or waiver is revocable by its terms and the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Holder of Senior
Notes. An amendment or waiver shall become effective upon the execution of such
amendment or waiver by the Trustee.

SECTION 10.05.  Notation on or Exchange of Senior Notes.

         If an amendment changes the terms of a Senior Note, the Trustee may
require the Holder of the Senior Note to deliver it to the Trustee. The Trustee
may place an appropriate notation on the Senior Note regarding the changed terms
and return it to the Holder. Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Senior Note shall issue and the
Paying Agent shall authenticate a new Senior Note that reflects the changed
terms. Failure to make the appropriate notation or to issue a new Senior Note
shall not affect the validity of such amendment.

SECTION 10.06.  Payment for Consents.

         The Issuer shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Senior Notes for or as an inducement to any consent,
waiver or amendment of any of the terms or provisions of this Indenture, the
Senior Notes or the Guarantee of the Senior Notes unless such consideration is
offered to be paid and is paid to all Holders of such Senior Notes that consent,
waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

SECTION 10.07.  Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article 10 or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 7.01 (Certain Duties and Responsibilities of
Trustee)) shall be fully protected in relying upon, an Officers' Certificate
and/or an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obliged to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

                                    - 140 -

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SECTION 10.08.  Effect of Supplemental Indentures.

         Upon the execution of any supplemental indenture under this Article 10,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and any
modifications, amendments or waivers to this Indenture or to the terms and
conditions of the Senior Notes will be conclusive and binding on all Holders of
the Senior Notes, whether or not they have given consent, and on all future
Holders of Senior Notes, whether or not notation of such modifications,
amendments or waivers is made upon the Senior Notes.

SECTION 10.09. Waiver of Certain Covenants.

         Subject to the restrictions in the Security Trust and Intercreditor
Deed, the Issuer and the Guarantors may omit in any particular instance to
comply with any covenant or condition set forth in Sections 4.01 through 4.25,
4.31 through 4.35, 4.38 and 4.39, but excluding any covenant or condition which
under Article 10 (Supplemental Indentures, Consents and Waivers) cannot be
modified or amended without the consent of the Holder of each Outstanding Senior
Note affected, if, before or after the time for such compliance, the Required
Holders of not less than a majority in aggregate principal amount of the Senior
Notes at the time Outstanding, shall, by act of such Required Holders,
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Senior Notes) waive such
compliance in such instance with such covenant or provision, but no such waiver
shall extend to or affect such covenant or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Issuer and the Guarantors and the duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect.

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                                   ARTICLE 11

                          GUARANTEE OF THE SENIOR NOTES

SECTION 11.01.  Guarantee of the Senior Notes.

         Each Initial Guarantor shall execute and deliver the Guarantee of the
Senior Notes set forth in Exhibit C (Form of Guarantee for Senior Notes) hereto
no later than the Issue Date.

         Notwithstanding any other provision of this Indenture to the contrary:

         (1)      Marconi Communications Telemulti Ltda shall not be required to
                  execute a Guarantee of the Senior Notes, a Guarantee of the
                  Junior Notes or a Composite Guarantee but shall for all other
                  purposes of this Indenture and the Senior Notes constitute a
                  Non-US Guarantor; and

         (2)      until such time as Marconi Sud S.p.A. accedes to this
                  Indenture pursuant to Section 4.39 hereof it shall constitute
                  a Non-US Guarantor solely with respect to the provisions of
                  this Indenture contained in Article 4 (other than Sections
                  4.36, 4.37 and 4.38), Article 5, clauses (8) and (9) of
                  Section 6.01 and Section 12.03 (including, for the avoidance
                  of doubt, the defined terms from Article 1 that are used in
                  the foregoing Articles, Sections or clauses) notwithstanding
                  that Marconi Sud S.p.A. is not at such time a party to this
                  Indenture, and from and after the time that Marconi Sud S.p.A.
                  accedes to this Indenture pursuant to Section 4.39 (Accession
                  of Italian Guarantor) it shall be a Non-US Guarantor for all
                  purposes of this Indenture, the Senior Notes and the Guarantee
                  of the Senior Notes.

                                    - 142 -

<PAGE>

                                   ARTICLE 12
                              TRANSACTION SECURITY

SECTION 12.01.  Security Documents.

         The due and punctual payment of the principal, premium, if any, and
Additional Amounts, if any, of, and interest on, the Senior Notes when and as
the same shall be due and payable, whether on a Senior Note Interest Payment
Date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise,
interest on the overdue principal and premium, if any, of and interest (to the
extent permitted by law), if any, on the Senior Notes and performance of all
other Obligations under this Indenture and the Senior Notes, and the payment and
performance of the Obligations of the Guarantors under the Guarantee of the
Senior Notes shall be secured as provided in the Security Documents.

         The Issuer shall, and shall cause each of its applicable Subsidiaries
to, execute and deliver the Initial Security Documents no later than the Issue
Date. The Issuer shall, and shall cause each UK IP Opco to, assign all of their
legal and beneficial title to Patents to the UK IPR Co no later than the Issue
Date. The Issuer shall cause each US IP Opco to assign all of their legal and
beneficial title to Patents to (1) in the case of Patents used or useful in the
US Core Businesses, the Ringfenced IPR Co and (2) in the case of other Patents
owned by the US IP Opcos, the US IPR Co, in each case no later than the Issue
Date. Notwithstanding the foregoing, in the event that any consent or agreement
of any Person (other than the Issuer and its Subsidiaries) is required for the
assignment of any Patent by a UK IP Opco to the UK IPR Co or by a US IP Opco to
Ringfenced IPR Co or US IPR Co (and the subsequent licensing of that Patent by
the IPR Co), as the case may be, and such consent or agreement has not been
obtained on or before the Issue Date, the Issuer and the UK IP Opco or the US IP
Opco, as the case may be, will use their respective reasonable best efforts to
obtain such consent or agreement as soon as possible.

         The Issuer shall, and shall cause each of its applicable Subsidiaries
to, comply with all covenants and agreements contained in the Security Documents
and the Security Trust and Intercreditor Deed.

         Each Holder of a Senior Note, by its acceptance thereof, consents and
agrees to the terms of the Security Documents and the Security Trust and
Intercreditor Deed (including, without limitation, the provisions providing for
enforcement, foreclosure and release of the Transaction Security), as the same
may be in effect or may be amended from time to time in accordance with their
terms, and authorizes and directs (1) the Trustee, who shall in turn be
authorized to instruct the Security Trustee, with respect to each of the
Security Documents to which it is a party and the Security Trust and
Intercreditor Deed, and (2) the Trustee, with respect to the Security Trust and
Intercreditor Deed, to perform their respective obligations and exercise their
respective rights thereunder in accordance therewith.

SECTION 12.02.  Opinions.

         The Issuer shall furnish to the Trustee promptly after the execution
and delivery of the Indenture and thereafter within one month after each
anniversary of the Issue Date, one or more Opinions of Counsel, dated as of such
date, stating either that (1) in the opinion of such counsel, all action has
been taken with respect to the recording, registering, filing, re-recording,
re-

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<PAGE>

registering and re-filing of all supplemental indentures, financing statements,
continuation statements or other instruments of further assurance as is
necessary to maintain the Liens of the Security Documents and reciting the
details of such action or referring to prior Opinions of Counsel in which such
details are given or (2) in the opinion of such counsel, no such action is
necessary to maintain such Liens.

SECTION 12.03.  Impairment of Security Interests.

         (1)      The Issuer and the Guarantors shall not, and shall not permit
                  any of their Subsidiaries to, take or omit to take any action
                  which action or omission could reasonably be expected to have
                  the result of adversely affecting or impairing the security
                  granted over the Transaction Security pursuant to the Security
                  Documents (but not the assets constituting the Transaction
                  Security, unless otherwise required under the terms of this
                  Indenture) in favor of the Security Trustee, for the benefit
                  of the Trustee, for the benefit of the Holders of the Senior
                  Notes, in any of the Transaction Security, other than as
                  expressly contemplated by this Indenture or the Security
                  Documents.

         (2)      The Issuer and the Guarantors shall not effect the release of
                  the Lien of any of the Transaction Security in favor of the
                  Security Trustee, for the benefit of the Trustee, for the
                  benefit of the Holders of the Senior Notes, except in
                  accordance with the provisions of the Security Trust and
                  Intercreditor Deed.

         (3)      The Issuer shall, and shall cause each of its relevant
                  Subsidiaries to, take all necessary action to ensure that the
                  organizational documents of any Guarantor whose Equity
                  Interests are the subject of a share pledge (other than a
                  floating charge or its equivalent) constituting Transaction
                  Security (including, for the avoidance of doubt, any
                  agreements between or among the owners of such Equity
                  Interests), shall not contain any restrictions or limitations
                  on the transfer of the pledged Equity Interests pursuant to
                  any enforcement of such share pledge, other than (i) to the
                  extent (and only to the extent) required by applicable law
                  (ii) with respect to any joint venture and any Subsidiary of
                  the Issuer that is a co-venturer therein, any such
                  restrictions or limitations under the terms of the agreements
                  governing such joint venture or the organizational documents
                  of the entities constituting the joint venture, or (iii) in
                  the case of any Subsidiary all of the outstanding Voting Stock
                  of which (other than directors' qualifying shares) is not
                  owned, directly or indirectly, by the Issuer and its
                  Subsidiaries, (A) to the extent that the Issuer and its
                  Subsidiaries do not, in the aggregate, possess the requisite
                  voting power or contractual rights to ensure that the
                  organizational documents of such Subsidiary do not contain any
                  such restrictions or limitations or (B) the Issuer reasonably
                  believes that the elimination of any such restrictions or
                  limitations from the organizational documents of such
                  Subsidiary would be prejudicial to the commercial interests of
                  the Issuer and its Subsidiaries in such Subsidiary.

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<PAGE>

SECTION 12.04. Authorization of Receipt of Funds by the Trustee Under the
Security Documents.

         The Trustee is authorized to receive any funds for the benefit of the
Holders distributed under the Security Documents and the Security Trust and
Intercreditor Deed, and to make further distributions of such funds to the
Holders according to the provisions of this Indenture and the Security Trust and
Intercreditor Deed.

SECTION 12.05.  Release of Security.

         To the extent applicable, the Issuer shall comply with Trust Indenture
Act Section 314(d), relating to the release of property or securities from the
Lien and security interest of the Security Documents and relating to the
substitution therefor of any property or securities to be subjected to the Lien
and security interest of the Security Documents. Any certificate or opinion
required by Trust Indenture Act Section 314(d) may be made by an Officer of the
Issuer except in cases where Trust Indenture Act Section 314(d) requires that
such certificate or opinion be made by an independent person, which person shall
be an independent engineer, appraiser or other expert selected or approved by
the Issuer in the exercise of reasonable care.

         To the extent applicable, the Trustee will comply with Section 313(b)
of the Trust Indenture Act.

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<PAGE>

                                   ARTICLE 13
                                  MISCELLANEOUS

SECTION 13.01.  Trust Indenture Act Controls.

         This Indenture is subject to the provisions of the Trust Indenture Act
that are required to be part of and govern indentures qualified under the Trust
Indenture Act. If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified or excluded,
as the case may be.

SECTION 13.02.  Notices.

         Any request, demand, authorization, direction, notice, consent, waiver,
vote or act of Holders or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with,

         (a)      the Trustee by any Holder, the Issuer, any Paying Agent, the
                  Depositary, the Registrar or any Guarantor shall be sufficient
                  for every purpose hereunder (unless otherwise herein expressly
                  provided) if made, given, furnished or filed in writing (which
                  may be made via facsimile at +1-212-750-1361) to the Trustee
                  at its Corporate Trust Office; or

         (b)      the Issuer by the Trustee or by any Holder shall be sufficient
                  for every purpose hereunder (unless otherwise herein expressly
                  provided) if in writing and mailed, in the case of the Issuer,
                  first-class postage prepaid, addressed to it at Regents Place,
                  338 Euston Road, London NW1 3BT, England or by facsimile +44
                  207 409 7748 (unless another address and/or facsimile number
                  has been previously furnished in writing to the Trustee and
                  the Paying Agent by the Issuer, in which case at the last such
                  address and/or facsimile number), in each case marked
                  "Attention: Company Secretary"; or

         (c)      any Guarantor by the Trustee or by any Holder shall be
                  sufficient for every purpose hereunder (unless otherwise
                  herein expressly provided) if in writing and mailed, in the
                  case of such Guarantor, first-class postage prepaid, addressed
                  to it, in the care of the Issuer, at Regents Place, 338 Euston
                  Road, London NW1 3BT, England or by facsimile +44 207 409 7748
                  (unless another address and/or facsimile number has been
                  previously furnished in writing to the Trustee and the Paying
                  Agent by such Guarantor, in which case at the last such
                  address and/or facsimile number), in each case marked
                  "Attention: Company Secretary"; or

         (d)      the Paying Agent by any Holder, the Issuer, any Guarantor or
                  the Trustee shall be sufficient for every purpose hereunder if
                  made, given, furnished or filed in writing to the Paying Agent
                  at One Canada Square, London E14 5AL, England, or by facsimile
                  at +44 20 7964 6399, attention: Corporate Trust Office (unless
                  another address and/or facsimile number has been previously
                  furnished in

                                    - 146 -

<PAGE>

                  writing to the Trustee, the Issuer and the Guarantors by the
                  Paying Agent, in which case at the last such address and/or
                  facsimile number).

         Subject to the other provisions of this paragraph, all notices to the
Holders of Senior Notes will be valid if published (at the expense of the
Issuer) in a leading English language daily newspaper published in London and a
leading English language daily newspaper published in New York City or such
other English language daily newspaper with general circulation in Europe or the
United States, as the case may be, as the Trustee may approve. Any notice will
be deemed to have been given on the date of publication or, if so published more
than once on different dates, on the date of first publication. If publication
as provided above is not practicable, notice will be given in such other manner,
and shall be deemed to have been given on such date, as the Trustee may approve.
If any Senior Notes are represented by Global Senior Notes held by the
Depositary, all notices with respect to such Senior Notes shall be sent to such
Depositary, or its nominee, and such Depositary shall communicate such notices
to DTC, Euroclear and/or Clearstream, Luxembourg, or their respective nominees,
in accordance with the Deposit Agreement. Such notices to the Depositary shall
be in lieu of and in substitution for the notices otherwise required by this
paragraph in the event the Senior Notes are solely represented by Global Senior
Notes.

SECTION 13.03.  Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Issuer to the Trustee to take or
refrain from taking any action under this Indenture, the Issuer and any
Guarantor (if applicable) and any other obligor on the Senior Notes shall
furnish to the Trustee:

         (1)      an Officers' Certificate in form and substance reasonably
                  satisfactory to the Trustee stating that, in the opinion of
                  the signers, all conditions precedent, if any, provided for in
                  this Indenture (including any covenant compliance with which
                  constitutes a condition precedent) relating to the proposed
                  action have been complied with; and/or

         (2)      if requested by the Trustee, an Opinion of Counsel in form and
                  substance reasonably satisfactory to the Trustee stating that,
                  in the opinion of such counsel, all such conditions precedent
                  have been complied with,

except that, in the case of any such application or request as to which the
furnishing of such certificates or opinions is specifically required by any
provision of this Indenture relating to such particular application or request,
no additional certificate or opinion need be furnished.

SECTION 13.04.  Statements Required in Certificate or Opinion.

         Every certificate or Opinion of Counsel with respect to compliance with
a covenant or condition provided for in this Indenture shall include:

         (1)      a statement that each individual signing such certificate or
                  individual or firm signing such opinion has read and
                  understands such covenant or condition and the definitions
                  herein relating thereto;

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<PAGE>

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

         (3)      a statement that, in the opinion of each such individual or
                  such firm, he or it has made such examination or investigation
                  as is necessary to enable him or it to express an informed
                  opinion as to whether or not such covenant or condition has
                  been complied with; and

         (4)      a statement as to whether, in the opinion of each such
                  individual or such firm, such condition or covenant has been
                  complied with.

SECTION 13.05.  Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Issuer or a Guarantor
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, legal advisors, unless such officer knows, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of, or
representations by, legal advisors may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Issuer or a Guarantor stating that the information
with respect to such factual matters is in the possession of the Issuer or such
Guarantor unless such legal advisors know, or in the exercise of reasonable care
should know, that the certificate or opinion or representation with respect to
such matters is erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                    - 148 -

<PAGE>

SECTION 13.06.  Acts of Holders.

         (1)      Any request, demand, authorization, direction, notice,
                  consent, waiver, vote or other action provided by this
                  Indenture to be given or taken by Holders may be embodied in
                  and evidenced by one or more instruments of substantially
                  similar tenor signed by such Holders or by an agent duly
                  appointed in writing; and, except as herein otherwise
                  expressly provided, such action shall become effective when
                  such instrument or instruments are delivered to the Trustee
                  and, when it is hereby expressly required, to the Issuer.
                  Proof of execution of any such instrument or of a writing
                  appointing any such agent shall be sufficient for any purpose
                  of this Indenture and (subject to Section 7.01 (Certain Duties
                  of Trustee)) conclusive in favor of the Trustee and the
                  Issuer, if made in the manner provided in this Section 13.06.

         (2)      If the Issuer shall solicit from the Holders of Definitive
                  Registered Senior Notes any request, demand, authorization,
                  direction, notice, consent, waiver, vote or other act, the
                  Issuer may, at its option, fix in advance a record date for
                  purposes of determining the identity of Holders of Definitive
                  Registered Senior Notes entitled to give such request, demand,
                  authorization, direction, notice, consent, waiver, vote or
                  other act, but the Issuer shall have no obligation to do so.
                  Any such record date shall be fixed at the Issuer's
                  discretion. If such a record date is fixed, such request,
                  demand, authorization, direction, notice, consent, waiver,
                  vote or other act may be sought or given before or after the
                  record date, but only the Holders of Definitive Registered
                  Senior Notes of record at the close of business on such record
                  date shall be deemed to be Holders of Definitive Registered
                  Senior Notes for the purpose of determining whether the
                  Required Holders of the requisite proportion of Senior Notes
                  Outstanding have authorized or agreed or consented to such
                  request, demand, authorization, direction, notice, consent,
                  waiver, vote or other act, and for that purpose the Definitive
                  Registered Senior Notes Outstanding shall be computed as of
                  such record date. If the record date is not set by the Issuer
                  prior to the first solicitation of Holders of Definitive
                  Registered Senior Notes made by the Issuer in respect of any
                  such action, or, in the case of any such vote, prior to such
                  vote, the record date for any such action or vote shall be the
                  30th day prior to the first solicitation of such action or
                  vote. Upon the fixing of such a record date, those Persons who
                  were Holders of Definitive Registered Senior Notes at such
                  record date (or their duly designated proxies), and only those
                  Persons, shall be entitled with respect to such Definitive
                  Registered Senior Notes to take such action by vote or to
                  revoke any vote previously given, whether or not such persons
                  continue to be Holders after such record date.

         (3)      The fact and date of the execution by any Person of any such
                  instrument or writing may be proved by the affidavit of a
                  witness of such execution or by a certificate of a notary
                  public or other officer authorized by law to take
                  acknowledgements of deeds, certifying that the individual
                  signing such instrument or writing acknowledged to him the
                  execution thereof. When such execution is by a signatory
                  acting in a capacity other than his individual capacity, such
                  certificate or affidavit shall also constitute sufficient
                  proof of his

                                    - 149 -

<PAGE>

                  authority. The fact and date of the execution of any such
                  instrument or writing, or the authority of the Person
                  executing the same, may also be proved in any other manner
                  which the Trustee deems sufficient.

         (4)      The ownership, principal amount and serial numbers of
                  Definitive Registered Senior Notes held by any Person, and the
                  date of holding the same, shall be proved by the Register.

         (5)      The ownership of a Global Senior Note, and the principal
                  amount and serial number of such Global Senior Note and the
                  date of holding the same, may be proved by the production of
                  such Global Senior Note.

SECTION 13.07.  Rules by Trustee, Paying Agent and Registrar.

         Subject to the provisions of Article 14 (Meetings of Holders of the
Senior Notes), the Trustee may make reasonable rules for action by or a meeting
of Holders of Senior Notes. The Registrar and the Paying Agent may make
reasonable rules for their functions.

SECTION 13.08.  Governing Law.

         This Indenture and the Senior Notes shall be governed by and construed
in accordance with English law, except to the extent provisions of the Trust
Indenture Act are included or deemed to be included herein, as to which the
Trust Indenture Act shall govern.

SECTION 13.09.  English Courts and New York Courts.

         Each party hereto agrees that the courts of (a) England and (b) the
State of New York located in the City and County of New York or in the United
States District Court for the Southern District of New York have nonexclusive
jurisdiction to settle any dispute (a "DISPUTE"), arising from or connected with
this Indenture or the Senior Notes (including a dispute regarding the existence,
validity or termination of this Indenture or the Senior Notes) or the
consequences of their nullity.

SECTION 13.10.  Appropriate Forum.

         Each party hereto agrees that the courts referred to in Section 13.09
(English Courts and New York Courts) are the most appropriate and convenient
courts to settle any Dispute.

SECTION 13.11. Rights of the Trustee and Holders to Take Proceedings Outside
England and the State of New York.

         Section 13.09 (English Courts and New York Courts) is for the benefit
of the Trustee and the Holders only. As a result, nothing in this Indenture
prevents the Trustee or any of the Holders from taking proceedings relating to a
Dispute ("PROCEEDINGS") in any other courts with jurisdiction. To the extent
allowed by law, the Trustee or any of the Holders may take concurrent
Proceedings in any number of jurisdictions.

SECTION 13.12.  Service of Process.

         Each of the Issuer and each Guarantor agrees that the documents which
start any Proceedings and any other documents required to be served in relation
to those Proceedings

                                    - 150 -

<PAGE>

may be served on it by being delivered (a) in connection with any Proceedings in
England, to the Issuer at Regents Place, 338 Euston Road, London NW1 3BT,
England or, if different, the Issuer's registered office for the time being or
at any address of the Issuer or such Guarantor in Great Britain at which process
may be served on it in accordance with Part XXIII of the Companies Act 1985 and
(b) in connection with any Proceedings in the Borough of Manhattan, New York, to
Marconi Electronic Systems Holdings Inc., Attention: Patricia Hoffman, c/o
Marconi Communications, Inc., 333 Pierce Road - Suite 370, Itasca, Illinois
60143, USA, or, if different, the principal place of business of Marconi
Electronic Systems Holdings Inc. in the United States of America for the time
being. If either such Person is not or ceases to be effectively appointed to
accept service of process on behalf of the Issuer and the Guarantors, the Issuer
and the Guarantors (acting together) shall, on the written demand of the Trustee
addressed to the Issuer and the Guarantors and delivered to the Issuer and the
Guarantors, appoint a further Person in England or (as the case may be) the
County of New York to accept service of process on their behalf and, failing
such appointment within 15 days, the Trustee shall be entitled to appoint such a
Person by written notice addressed to the Issuer and the Guarantors and
delivered to the Issuer and the Guarantors. Nothing in this paragraph shall
affect the right of the Trustee or any of the Holders to serve process in any
other manner permitted by law. This Section 13.12 applies to Proceedings in
England and in the County of New York.

SECTION 13.13.  Consent to Enforcement.

         Each of the Issuer and each Guarantor consents generally in respect of
any Proceedings to the giving of any relief or the issue of any process in
connection with such Proceedings including (without limitation) the making,
enforcement or execution against any property whatsoever (irrespective of its
use or intended use) of any order or judgment which is made or given in such
Proceedings.

         To the extent permitted by law, the Issuer and each Guarantor hereby
waive any objections to the enforcement by any court referred to in Section
13.09 (English Courts and New York Courts) of any judgment validly obtained in
any court referred to in Section 13.09 (English Courts and New York Courts) on
the basis of any such legal suit, action or proceeding.

SECTION 13.14.  Waiver of Immunity.

         To the extent that the Issuer or any Guarantor may in any jurisdiction
claim for itself or its assets or revenues immunity from suit, execution,
attachment (whether in aid of execution, before judgment or otherwise) or other
legal process and to the extent that such immunity (whether or not claimed) may
be attributed in any such jurisdiction to the Issuer, any Guarantor or their
respective assets or revenues, each of the Issuer and each Guarantor agrees not
to claim and irrevocably waives such immunity to the full extent permitted by
the laws of such jurisdiction and, in particular, to the extent that in any
Proceedings taken in the United States the foregoing waiver of immunity shall
have the fullest scope permitted under the United States Foreign Sovereign
Immunities Act of 1976 and is intended to be irrevocable for the purposes of
such Act.

SECTION 13.15. No Recourse Against Others.

         Other than the Guarantors with respect to the Guarantee of the Senior
Notes, no past, present or future director, officer, employee, incorporator or
stockholder, as such, of the Issuer

                                    - 151 -

<PAGE>

or any Guarantor shall have any liability for any obligations of the Issuer or
such Guarantor under the Senior Notes or this Indenture, or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Senior Notes by accepting a Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Senior Notes.

SECTION 13.16.  Successors.

         All covenants and agreements of the Issuer and the Guarantors in this
Indenture and the Senior Notes shall bind their respective successors and
assigns, whether so expressed or not. All agreements of the Trustee in this
Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 13.17.  Multiple Counterparts.

         The parties hereto may sign any number of copies of this Indenture in
any number of counterparts. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

SECTION 13.18.  Table of Contents; Headings.

         The table of contents, cross-reference sheet and headings of the
Articles, Sections, Schedules and Exhibits of this Indenture have been inserted
for convenience of reference only, are not intended to be considered a part
hereof and shall not modify or restrict any of the terms or provisions hereof or
affect the construction hereof.

SECTION 13.19.  Severability.

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

SECTION 13.20.  Parallel Debt Obligations.

         Each Obligor hereby agrees and covenants with the Trustee by way of an
abstract acknowledgement of debt that, notwithstanding anything to the contrary
in this Indenture, the Senior Notes or the Guarantee of the Senior Notes (but,
for the avoidance of doubt, subject to the limitations set forth in clause 2.2
of the Guarantee of the Senior Notes with respect to the Guarantors), it shall
pay to the Trustee sums equal to, and in the currency or currencies of, the
amounts owed by such Obligor from time to time to the Holders under this
Indenture, the Senior Notes and the Guarantee of the Senior Notes (the
"PRINCIPAL OBLIGATIONS"), as and when the same fall due for payment under this
Indenture, the Senior Notes and the Guarantee of the Senior Notes (the "PARALLEL
OBLIGATIONS").

         The Trustee shall have its own independent right to demand and require
payment to it of the Parallel Obligations by the Obligors (such demand to be
made in accordance with, and only in the circumstances permitted under, this
Indenture, the Senior Notes and the Guarantee of the Senior Notes and only if
permitted by the Security Trust and Intercreditor Deed). The rights of

                                    - 152 -

<PAGE>

the Holders to receive payment of the Principal Obligations are several from the
rights of the Trustee to receive the Parallel Obligations, provided that the
payment by an Obligor of its Parallel Obligations to the Trustee in accordance
with this Section 13.20 shall be a good discharge of the corresponding Principal
Obligations owed by it and the payment by an Obligor of its Principal
Obligations in accordance with the provisions of this Indenture, the Senior
Notes and the Guarantee of the Senior Notes shall be a good discharge of the
corresponding Parallel Obligations owed to the Trustee under this Section 13.20.
In the event of a good discharge of any Principal Obligations the Trustee shall
not be entitled to demand payment of the corresponding Parallel Obligations and
such Parallel Obligations shall be discharged to the same extent. Subject to
Section 9.03 (Reinstatement), in the event of a good discharge of any Parallel
Obligations, the Holders shall not be entitled to demand payment of the
corresponding Principal Obligations and such Principal Obligations shall be
discharged to the same extent.

SECTION 13.21.  Benefits of Indenture.

         Nothing in this Indenture or in the Senior Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the Holders of Senior Notes and, with respect to the Guarantee of the
Senior Notes pursuant to Section 11.01 (Guarantee of the Senior Notes), the
Security Trustee, any benefit or any legal or equitable right, remedy or claim
under this Indenture under the Contracts (Rights of Third Parties) Act 1999.

                                    - 153 -

<PAGE>

                                   ARTICLE 14
                     MEETINGS OF HOLDERS OF THE SENIOR NOTES

SECTION 14.01.  Purposes of Meetings.

         A meeting of the Holders, in each case with respect to Senior Notes
held by such Holders, may be called at any time from time to time pursuant to
this Article 14 for any of the following purposes:

         (1)      to give any notice to the Issuer or to the Trustee, or to give
                  any directions to the Trustee, or to consent to the waiving of
                  any Default hereunder and its consequences, or to take any
                  other action authorized to be taken by Holders pursuant to
                  Article 6 (Defaults and Remedies) hereof;

         (2)      to remove the Trustee and appoint a successor trustee pursuant
                  to Article 7 (The Trustee) hereof;

         (3)      to consent to the execution of a supplemental indenture; or

         (4)      to consent to the waiving of certain covenants pursuant to
                  Section 10.01 (Supplemental Indentures With Consent of
                  Holders).

SECTION 14.02.  Place of Meetings.

         Meetings of Holders may be held at such place or places as the Trustee
or, in case of its failure to act, the Issuer or the Holders calling the
meeting, shall from time to time determine.

SECTION 14.03.  Call and Notice of Meetings.

         (1)      The Trustee may at any time (upon not less than 21 days'
                  notice) call a meeting of Holders to be held at such time and
                  at such place in the location determined by the Trustee
                  pursuant to Section 14.02 (Place of Meetings). Notice of every
                  meeting of Holders, setting forth the time and the place of
                  such meeting and in general terms the action proposed to be
                  taken at such meeting, shall be published in the manner
                  contemplated by Section 13.02 (Notices) hereof.

         (2)      In case at any time the Issuer, or the Required Holders of at
                  least 25% in aggregate principal amount of the Senior Notes
                  then Outstanding, shall have requested the Trustee to call a
                  meeting of the Holders, by written request setting forth in
                  reasonable detail the action proposed to be taken at the
                  meeting, and the Trustee shall not have made the first giving
                  of the notice of such meeting within 20 days after receipt of
                  such request, then the Issuer or the Required Holders of the
                  amount above specified may determine the time (not less than
                  21 days after notice is given) and the place determined by the
                  Issuer or the Holders pursuant to Section 14.02 (Place of
                  Meetings) for such meeting and may call such meeting to take
                  any action authorized in Section 14.01 (Purposes of Meetings)
                  by giving notice thereof as provided in clause (1) of this
                  Section 14.03.

                                    - 154 -

<PAGE>

SECTION 14.04.  Voting at Meetings.

         To be entitled to vote at any meeting of Holders, a Person shall be (i)
a Holder or (ii) a Person appointed by an instrument in writing as proxy for a
Holder or Holders by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders shall be the
Persons so entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel, any representatives of the
Issuer and its counsel and any representatives of any Guarantor and its counsel.

SECTION 14.05.  Voting Rights, Conduct and Adjournment.

         (1)      Notwithstanding any other provisions of this Indenture, the
                  Trustee may make such reasonable regulations as it may deem
                  advisable for any meeting of Holders in regard to proof of
                  holding of Senior Notes and of the appointment of proxies and
                  in regard to the appointment and duties of inspectors of
                  votes, the submission and examination of proxies, certificates
                  and other evidence of the right to vote, and such other
                  matters concerning the conduct of the meeting as it shall deem
                  appropriate. Except as otherwise permitted or required by any
                  such regulations, the holding of Senior Notes shall be proved
                  in the manner specified in Article 2 (The Securities) hereof
                  and the appointment of any proxy shall be proved in such
                  manner as is deemed appropriate by the Trustee or by having
                  the signature of the Person executing the proxy witnessed or
                  guaranteed by any bank, banker, notary or trust company
                  customarily authorized to certify to the holding of a security
                  such as a global security.

         (2)      At any meeting of Holders, the presence of Persons holding or
                  representing Senior Notes in an aggregate principal amount
                  sufficient under the appropriate provision of this Indenture
                  to take action upon the business for the transaction of which
                  such meeting was called shall constitute a quorum. Any
                  meetings of Holders duly called pursuant to Section 14.03
                  (Call and Notice of Meetings) hereof may be adjourned from
                  time to time by vote of the Required Holders (or proxies for
                  the Required Holders) of a majority in aggregate principal
                  amount of the Senior Notes represented at the meeting and
                  entitled to vote, whether or not a quorum shall be present;
                  and the meeting may be held as so adjourned without further
                  notice. No action at a meeting of Holders shall be effective
                  unless approved by the Required Holders of the aggregate
                  principal amount of Senior Notes required by the provision of
                  this Indenture pursuant to which such action is being taken.

         (3)      At any meeting of Holders, each Holder or proxy shall be
                  entitled to one vote for each US$1.00 principal amount of
                  Outstanding Senior Notes held or represented.

         In determining whether the Required Holders of the requisite principal
amount of the Senior Notes have given or taken any direction, notice, consent,
waiver or other action under this Indenture as of any date, only the principal
amount (determined as above) of Senior Notes that are Outstanding under this
Indenture can be considered.

                                    - 155 -

<PAGE>

         This Instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                                    - 156 -

<PAGE>

IN WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have caused this
Indenture to be duly executed as a deed as of the date first written above.

                            [SIGNATURE PAGES FOLLOW]

                                    - 157 -

<PAGE>

IN WITNESS WHEREOF the Issuer, the Guarantors and the Trustee have caused this
Indenture to be duly executed as a deed as of the first date written above.

SIGNATURES

EXECUTED as a DEED                     )
by MARY SKELLY                         )    /s/ M SKELLY
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI CORPORATION PLC                )
in the presence of:                    )

Signature of witness: /s/ S. J. KNIGHT

Name of witness:      S. J. KNIGHT

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

THE INITIAL GUARANTORS

EXECUTED as a DEED                     )

by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS,                )
INC.                                   )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:       S. LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI NETWORKS                       )
WORLDWIDE, INC.                        )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
TECHNOLOGY, INC.                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
FEDERAL, INC.                          )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI ACQUISITION CORP.              )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI INTELLECTUAL                   )
PROPERTY (RINGFENCE) INC.              )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

SIGNED, SEALED AND DELIVERED
by W JOHNSON
the duly authorised attorney of
MARCONI COMMUNICATIONS LIMITED,             /s/ W JOHNSON
a private limited company incorporated
under the laws of the Republic of
Ireland in the presence of:

Witness Signature: /s/ S. J. LEVY

Witness Name:      SOPHY LEVY

Witness Address:      ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

<PAGE>

SIGNED, SEALED AND DELIVERED
by W JOHNSON                           )    /s/ W JOHNSON
the duly authorised attorney of
MARCONI COMMUNICATIONS OPTICAL NETWORKS LIMITED
in the presence of:

Witness Signature: /s/ S. J. LEVY

Witness Name:      SOPHY LEVY

Witness Address:   ALLEN & OVERY
                   ONE NEW CHANGE
                   LONDON EC4M 9QQ

Occupation:        TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by TCR SHEPHERD                        )    /s/ T. C. R. SHEPHERD
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS,                )
S.A. DE C.V.        )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      S. J. LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
DE MEXICO, S.A. DE C.V.                )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
EXPORTEL, S.A. DE C.V.                 )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
ADMINISTRATIVA MARCONI              )
COMMUNICATIONS, S.A. DE C.V.        )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
B.V.                                   )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
GMBH, a private limited company
incorporated under the laws of         )
Switzerland                            )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
METAPATH SOFTWARE                      )
INTERNATIONAL LIMITED                  )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MOBILE SYSTEMS INTERNATIONAL           )
HOLDINGS LIMITED                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
GPT SPECIAL PROJECT                    )
MANAGEMENT LIMITED                     )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
LIMITED, a private limited company     )
incorporated under the laws of England )
and Wales                              )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
INTERNATIONAL LIMITED                  )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
CHINA LIMITED                          )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
INTERNATIONAL INVESTMENTS              )
LIMITED                                )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
INTERNATIONAL HOLDINGS LIMITED         )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
INVESTMENTS LIMITED                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATOINS                 )
HOLDINGS LIMITED                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI (BRUTON STREET)                )
LIMITED                                )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI (DGP1) LIMITED                 )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI (DGP2) LIMITED                 )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI BONDING LIMITED                )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI OPTICAL                        )
COMPONENTS LIMITED                     )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
ASSOCIATED ELECTRICAL                  )
INDUSTRIES LIMITED                     )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
ENGLISH ELECTRIC                       )
COMPANY LIMITED                        )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI (ELLIOTT                       )
AUTOMATION) LIMITED                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
ELLIOTT AUTOMATION                     )
HOLDINGS LIMITED                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI AEROSPACE                      )
UNLIMITED                              )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI UK INTELLECTUAL                )
PROPERTY LIMITED                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI (NCP) LIMITED                  )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
HIGHROSE LIMITED                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI INC.                           )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI HOLDINGS, LLC                  )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
NORTH AMERICA INC.                     )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
FS HOLDINGS CORP                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
FS FINANCE CORP                        )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI SOFTWARE                       )
INTERNATIONAL, INC                     )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
METAPATH SOFTWARE                      )
INTERNATIONAL (US), INC.               )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
METAPATH SOFTWARE                      )
INTERNATIONAL, INC.                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI INTELLECTUAL                   )
PROPERTY (US), INC.                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
HOLDINGS GMBH                          )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
GMBH, a private company incorporated   )
under the laws of the Federal Republic )
of Germany                             )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
REAL ESTATE GMBH                       )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI HOLDINGS S.P.A.                )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
MARCONI COMMUNICATIONS                 )
S.P.A.                 )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED by MARCONI                    )

AUSTRALIA HOLDINGS PTY                 )
LIMITED in accordance with section     )
127(1) of the Corporations Act 2001    )
(Cwlth) by authority of its directors: )    /s/ JEAN - PAUL RABIN
                                       )    Signature of director
/s/ PAUL RUSSELL BUTCHER               )    *delete whichever is not applicable
----------------------------------------)
Signature of director                  )
                                       )    JEAN - PAUL RABIN
PAUL RUSSELL BUTCHER                   )    Name of director
----------------------------------------)
Name of director (block letters)       )    (block letters)
                                            *delete whichever is not applicable

<PAGE>

EXECUTED by MARCONI                    )

AUSTRALIA PTY LIMITED in               )
accordance with section 127(1) of the  )
Corporations Act 2001 (Cwlth) by       )
Authority of its directors:            )

                                       )    /s/ JEAN - PAUL RABIN
                                       )    Signature of director
                                       )    Secretary*
/s/ PAUL RUSSELL BUTCHER               )    *delete whichever is not applicable
----------------------------------------   )
Signature of director                  )
                                       )    JEAN - PAUL RABIN
PAUL RUSSELL BUTCHER                   )    Name of director
----------------------------------------   )
secretary*
Name of director (block letters)       )    (block letters)
                                            *delete whichever is not applicable

<PAGE>

THE COMMON SEAL of

MARCONI COMMUNICATIONS ASIA LIMITED
was hereunto affixed
in the presence of:

JOHN SHUM             Director        /s/ JOHN SHUM

KF WONG               Director        /S/ K.F. WONG

Attention: JOHN SHUM

Address: 29/F, 106 KING'S ROAD QUARRY BAY. HONGKONG

Fax: (852) 22507008

<PAGE>

SIGNED, SEALED AND DEVELOPED           )
by W JOHNSON                           )    /s/ W JOHNSON
as lawful attorney for and in the
name of                                )
G.E.C. (HONG KONG) LIMITED             )
in the presence of:

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
BRUTON STREET OVERSEAS                 )
INVESTMENTS LIMITED                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

EXECUTED as a DEED                     )
by W JOHNSON                           )    /s/ W JOHNSON
acting as attorney-in-fact             )
for and on behalf of                   )
REGENTS PLACE, INC.                    )
in the presence of:                    )

Signature of witness: /s/ S. J. LEVY

Name of witness:      SOPHY LEVY

Address:              ALLEN & OVERY
                      ONE NEW CHANGE
                      LONDON EC4M 9QQ

Occupation:           TRAINEE SOLICITOR

<PAGE>

THE SENIOR NOTE TRUSTEE

EXECUTED by                            )
DANIEL R. FISHER                       )
acting as attorney-in-fact             )    DANIEL R. FISHER
for and on behalf of                   )    SENIOR VICE PRESIDENT
LAW DEBENTURE TRUST                    )
COMPANY OF NEW YORK                    )
in the presence of:                    )

Signature of witness: /s/ JASMINE MARRERO

Name of witness:      JASMINE MARRERO

Address:              1551 UNIVERSITY AVENUE
                      BRONX, NEW YORK 10453

Occupation:           NOTARY
<PAGE>

                                   SCHEDULE 3

                                   DEFINITIONS

                                      - 5 -

<PAGE>

                                   SCHEDULE 3

                                   DEFINITIONS

         "ACQUIRED DEBT" means, with respect to any specified Person:

         (1)      Indebtedness of any other Person existing at the time such
                  other Person is merged with or into or becomes a Subsidiary of
                  such specified Person, whether or not such Indebtedness is
                  incurred in connection with, or in contemplation of, such
                  other Person merging with or into, or becoming a Subsidiary
                  of, such specified Person; and

         (2)      Indebtedness secured by a Lien encumbering any asset acquired
                  by such specified Person.

         "ACQUISITION" means any acquisition or purchase, directly or
indirectly, including without limitation by merger, consolidation or
reorganization, of any business or any assets constituting a business or line of
business.

         "ADDITIONAL AMOUNTS" has the meaning set forth in Section 4.37
(Additional Amounts).

         "ADDITIONAL GUARANTOR" means any Person that becomes a Guarantor of the
Senior Notes after the Issue Date.

         "ADJUSTED TREASURY RATE" means, with respect to any Repayment Date for
the Senior Notes, the rate per annum equal to the sum of 0.5% and the quarterly
equivalent yield to maturity of the Comparable Treasury Issue for the Senior
Notes, assuming a price for the Comparable Treasury Issue for the Senior Notes
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the Senior Notes for the Repayment Date.

         "AFFECTED PENSION PARTICIPANTS" means (1) employees associated with the
assets that are the subject of an Asset Sale at the time of any such Asset Sale,
(2) employees formerly associated with the assets that are the subject of an
Asset Sale, and (3) beneficiaries, survivor payees and alternate payees of an
employee or former employee described in (1) or (2) of this definition.

         "AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person, and, in the case of a natural Person, any
immediate family member of such Person. For purposes of this definition,
"control", as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 20%
or more of the Voting Stock of a Person will be deemed to be control. For
purposes of this definition, the terms "controlling", "controlled by" and "under
common control with" have correlative meanings.

         "AGENCY AGREEMENT" means the agreement, in substantially the form set
out in Schedule 8 (Form of Agency Agreement), appointing the initial Paying
Agent and the Registrar in relation to the Senior Notes for the purposes
specified therein and any other agreement for the time being in force appointing
successor Paying Agents and/or Registrars in relation to the

                                 Schedule 3 - 1

<PAGE>

Senior Notes, or in connection with their duties, the terms of which have
previously been approved in writing by the Trustee.

         "ASSET SALE" means:

         (1)      the sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  (including, for the avoidance of doubt, Equity Interests of a
                  Subsidiary of the Issuer), including by way of merger,
                  consolidation or reorganization, provided that the sale,
                  lease, transfer, conveyance or other disposition, in one or a
                  series of related transactions, of all or substantially all of
                  the properties or assets of the Issuer and its Subsidiaries,
                  taken as a whole, including for the avoidance of doubt the
                  Equity Interests in any holding company for such property or
                  assets, to any "person" (as that term is defined in Section
                  13(d)(3) of the US Exchange Act including, for the avoidance
                  of doubt, any person or persons acting in concert with such
                  person), or any merger, consolidation or reorganization of the
                  Issuer with any Person, will be governed by the provisions of
                  this Indenture set forth in Section 5.01 (Merger,
                  Consolidation or Sale of Assets) and not by the provisions of
                  this Indenture set forth in Section 4.03 (Asset Sales); and

         (2)      the issuance of Equity Interests by any of the Issuer's
                  Subsidiaries.

         Notwithstanding the preceding, the following items will not be deemed
to be Asset Sales:

         (1)      any single transaction or series of related transactions that
                  involves assets, property or rights having a Fair Market Value
                  of less than L500,000;

         (2)      the sale, lease, transfer, conveyance or other disposition
                  (other than pursuant to a Sale and Leaseback Transaction) of
                  inventory (including equipment that constitutes inventory) or
                  accounts receivable, in each case in the ordinary course of
                  business and on arm's-length terms;

         (3)      the sale or other disposition of cash or Cash Equivalents;

         (4)      any transaction constituting a Restricted Payment or an
                  Investment that is permitted by Section 4.04 (Restricted
                  Payments);

         (5)      a Permitted Intra-Group Transfer;

         (6)      the waiver, compromise, settlement, release or surrender of
                  any right or claim in the ordinary course of business;

         (7)      a disposition constituting, or resulting from, the enforcement
                  of a Permitted Lien, or the liquidation, dissolution,
                  administration or winding up of a Subsidiary of the Issuer;

         (8)      the sale or other disposition of any assets (other than cash
                  or Cash Equivalents) in exchange for equity securities that
                  are listed on an internationally recognized securities
                  exchange, provided that the aggregate Fair Market Value
                  (determined as of the respective dates on which the Issuer and
                  its Subsidiaries enter into

                                 Schedule 3 - 2

<PAGE>

                  binding commitments to sell such assets for such equity
                  securities) of all such equity securities received by the
                  Issuer and its Subsidiaries from and after the Issue Date does
                  not exceed L50 million (or the Sterling Equivalent),
                  provided further that all such equity securities are disposed
                  of for Cash Equivalents in an Asset Sale within 90 days of the
                  later of (a) receipt of such equity securities and (b) the
                  expiration of any period not longer than 180 days in which the
                  Issuer or any Subsidiary of the Issuer agrees pursuant to the
                  documentation relating to such sale or disposition not to
                  dispose of any part of such equity securities without the
                  consent of a third party;

         (9)      Italian Invoice Discounting;

         (10)     leases, subleases and licences of assets, properties or
                  rights, other than Intellectual Property;

         (11)     licences, sub-licences and non-exclusive escrow and access
                  agreements of or with respect to Intellectual Property of the
                  Issuer and any of its Subsidiaries entered into in the
                  ordinary course of business, provided that (a) any such
                  transaction is expressly permitted under or approved in
                  accordance with the terms of the applicable Intellectual
                  Property Licence Agreements or (b) if such transaction is not
                  the subject of the Intellectual Property Licence Agreements
                  and the Intellectual Property is a Patent, the Issuer provides
                  express prior written consent to such transaction;

         (12)     the sale, lease, sublease, transfer, conveyance or license of
                  Intellectual Property from UK IPR Co, US IPR Co or Ringfenced
                  IPR Co to a Subsidiary of the Issuer in connection with any
                  disposition of such Subsidiary or of assets, properties or
                  rights by such Subsidiary which is otherwise permitted by this
                  Indenture;

         (13)     the sale or other disposition of assets received in compromise
                  or settlement of claims of the Issuer or any of its
                  Subsidiaries against a customer or other trade debtor; and

         (14)     the sale or other disposition of promissory notes, loan notes
                  or evidences of indebtedness of customers received by the
                  Issuer or any of its Subsidiaries pursuant to vendor finance
                  arrangements in the ordinary course of business and on
                  arm's-length terms.

         "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction, the
lease portion of which is a finance or capital lease that would be required to
be capitalized on a balance sheet in accordance with generally accepted
accounting principles applicable in the United Kingdom as in effect at the time
such lease was entered into, means, at the time of determination, the present
value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such Sale and Leaseback Transaction,
including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with generally accepted accounting principles
applicable in the United Kingdom as in effect at the time such lease was entered
into.

                                 Schedule 3 - 3

<PAGE>

         "BANKRUPTCY LAW" means Title 11 of the United States Code (11 U.S.C.
101 et. seq.), or any similar United States federal or state law or any relevant
law in any other jurisdiction of organization or location of any assets of any
Obligor or Significant Subsidiary or any similar law (including, without
limitation, (1) the laws of the United Kingdom relating to moratorium,
administration, bankruptcy, insolvency, receivership, winding up, liquidation,
reorganization or relief of debtors, and (2) the laws of any other jurisdiction
relating to bankruptcy, moratorium, insolvency, receivership, reorganization or
other relief of debtors and composition with creditors, or any amendment to,
succession to or change in such law).

         "BBRS BUSINESS" means the broadband routing and switching business of
the US Subsidiaries.

         "BENEFICIAL OWNER" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the US Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is defined in
Section 13(d)(3) of the US Exchange Act including, for the avoidance of doubt,
any person or persons acting in concert with such person) such "person" will be
deemed to have beneficial ownership of all securities that such "person" has the
right to acquire by conversion or exercise of other securities, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned"
have a corresponding meaning.

         "BOARD OF DIRECTORS" means:

         (1)      with respect to a corporation, the board of directors or other
                  equivalent body of the corporation (or any duly authorized
                  committee thereof) and, in the case of any corporation having
                  both a supervisory board and an executive or management board,
                  the supervisory board (or any duly authorized committee
                  thereof);

         (2)      with respect to a limited partnership, the board of directors
                  or other equivalent body (or any duly authorized committee
                  thereof) of the general partner of the partnership; and

         (3)      with respect to any other Person, the board or committee of
                  such Person serving a similar function.

         "BOARD RESOLUTION" means, with respect to the Issuer or any Guarantor,
a copy of a resolution certified by the company secretary or an assistant
company secretary of the Issuer or such Guarantor, as the case may be, to have
been duly adopted by the Board of Directors of the Issuer or such Guarantor, as
the case may be, and to be in full force and effect on the date of such
certification and delivered to the Trustee.

         "BRITISH POUNDS STERLING", "STERLING" and "L" or any similar
reference means the coin or currency of the United Kingdom that at the time of
payment is legal tender for the payment of public and private debts.

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
commercial banks in the locations specified (or if no locations are specified,
in London and New York) are open for general business.

                                 Schedule 3 - 4

<PAGE>

         "CAPITAL EXPENDITURE" means any capital expenditure accounted for as a
purchase of property, plant or equipment in accordance with Floating UK GAAP.

         "CAPITAL LEASE OBLIGATION" means, at the time any determination is to
be made, the amount of the liability in respect of a finance or capital lease
that would at that time be required to be capitalized on a balance sheet in
accordance with generally accepted accounting principles applicable in the
United Kingdom as in effect at the time such lease was entered into.

         "CAPITAL STOCK" means:

         (1)      in the case of a corporation, any and all shares, interests,
                  participations, or other equivalent (however designated and
                  whether or not voting) of share capital;

         (2)      in the case of an association or business entity, any and all
                  shares, interests, participations, rights or other equivalent
                  (however designated and whether or not voting) of share
                  capital;

         (3)      in the case of a partnership or limited liability company,
                  partnership or membership interests (whether general or
                  limited); and

         (4)      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.

         "CAPTIVE INSURANCE COMPANY" means Marconi Insurance Limited, a limited
liability company incorporated under the laws of Guernsey.

         "CASH COLLATERAL RELEASES" means all releases to, or upon the order or
instructions of, the Issuer or any of its Subsidiaries of (1) collateral or
security constituting cash or Cash Equivalents from any Person (other than the
Issuer and its Subsidiaries), which collateral or security was provided by the
Issuer or any of its Subsidiaries (a) prior to the Issue Date, (b) in the form
of deposits into the Existing Performance Bond Escrow Account, (c) to the New
Bonding Facility Security Trustee under the New Bonding Facility Agreement, (d)
to any agent, security trustee or lender under, or otherwise in respect of, any
Replacement New Bonding Facility Agreement, (e) in respect of any Existing
Performance Bond, or (f) in respect of the Interim Bonding Facilities; provided
that (i) releases of collateral or security constituting cash or Cash
Equivalents in connection with any surety bond, appeal bond, bid bond,
performance bond, letter of credit, bank guarantee or other obligation of a like
nature issued by or on behalf of the Captive Insurance Company shall not
constitute a Cash Collateral Release to the extent that the Captive Insurance
Company retains such cash and Cash Equivalents, (ii) releases of collateral or
security constituting cash or Cash Equivalents by the New Bonding Facility
Security Trustee to a lender under the New Bonding Facility Agreement shall not
constitute a Cash Collateral Release to the extent that such lender retains such
cash and Cash Equivalents to secure the obligations owed to it under the New
Bonding Facility Agreement, (iii) releases of collateral or security
constituting cash or Cash Equivalents in connection with any Italian Easy Loan
shall not constitute a Cash Collateral Release and (iv) releases of collateral
or security constituting cash or Cash Equivalents in connection with the renewal
or extension of any surety bond, appeal bond, bid bond, performance bond, letter
of credit, bank guarantee or other obligation of a like nature issued under the
Interim Bonding Facilities shall not constitute a Cash

                                 Schedule 3 - 5

<PAGE>

Collateral Release to the extent that the issuer of the renewed or extended
surety bond, appeal bond, bid bond, performance bond, letter of credit, bank
guarantee or like obligation retains such cash or Cash Equivalents under the
terms of an Interim Bonding Facility; or (2) cash or Cash Equivalents held in
escrow with respect to sales, transfers or other dispositions of assets or
property by the Issuer or any of its Subsidiaries prior to the Issue Date. For
the avoidance of doubt, any release of cash or Cash Equivalents that has been
held in escrow pursuant to any of the ESOP Escrow Agreement, the Mobile ESOP
Escrow Agreement, the Israeli ESOP Escrow Agreement or the Singapore ESOP Escrow
Agreement shall not constitute a Cash Collateral Release.

         "CASH EQUIVALENTS" means:

         (1)      United States dollars, British pounds sterling, Euro, any
                  other currency that is freely convertible into any of the
                  foregoing or a claim on the European Central Bank;

         (2)      securities (i) issued or directly and fully guaranteed or
                  insured by the US government or any agency or instrumentality
                  of the US government (provided that the full faith and credit
                  of the United States is pledged in support of those
                  securities), or (ii) which are denominated in Euro or British
                  pounds sterling and are issued by, or directly and fully
                  guaranteed or insured by a member of the European Union, or
                  any agency or instrumentality thereof, and which mature, in
                  each case, within six months after the date of acquisition;

         (3)      certificates of deposit and Eurodollar time deposits issued by
                  a Highly Rated Financial Counterparty and which mature within
                  six months after the date of acquisition;

         (4)      repurchase obligations with a term of not more than seven days
                  for underlying securities of the types described in clauses
                  (2) and (3) above entered into with a Highly Rated Financial
                  Counterparty;

         (5)      commercial paper having the highest rating obtainable from
                  Moody's Investors Service, Inc. or Standard & Poor's Rating
                  Services (or any successor to the ratings business of either
                  of the foregoing) and which matures within six months after
                  the date of acquisition;

         (6)      marketable direct obligations of any member of the European
                  Union, in each case rated at least "AAA" or the equivalent
                  thereof by both Moody's Investors Service Inc. and Standard &
                  Poor's Rating Services (or any successor to the ratings
                  business of either of the foregoing), or obligations fully and
                  unconditionally guaranteed by one of those sovereign nations
                  (or any agency thereof), of the type and maturity described in
                  clauses (2) through (5) above, which have ratings described in
                  such clauses or equivalent ratings from comparable foreign
                  rating agencies; and

         (7)      money market funds with at least 95% of the fund's assets
                  constituting Cash Equivalents of the kinds described in
                  clauses (1) through (6) of this definition.

                                 Schedule 3 - 6

<PAGE>

         "CDI" means:

         (1)      in the case of DTC, a certificateless depositary interest
                  representing an interest in Global Senior Notes; or

         (2)      in the case of Euroclear or Clearstream, Luxembourg, a
                  certificated depositary interest representing an interest in
                  Global Senior Notes.

         "CHANGE OF CONTROL" means the occurrence of any of the following:

         (1)      the adoption of a plan relating to the solvent liquidation or
                  dissolution of the Issuer;

         (2)      the consummation of any transaction the result of which is
                  that any "person" (as defined in the definition of Beneficial
                  Owner above) becomes the Beneficial Owner, directly or
                  indirectly, of more than 30% of the Voting Stock of the
                  Issuer, measured by voting power rather than number of shares,
                  provided that it shall not constitute a Change of Control if
                  such person acquired Beneficial Ownership of Voting Stock of
                  the Issuer inadvertently (including, without limitation,
                  because (a) such person was unaware that it Beneficially Owned
                  more than 30% of the Voting Stock of the Issuer or (b) such
                  person was aware of the extent of such Beneficial Ownership
                  but such person acquired Beneficial Ownership of such Voting
                  Stock without any plan or intention to change or influence the
                  control of the Issuer), and such person promptly (and in any
                  event within fifteen (15) London Business Days after becoming
                  aware of the extent of such Beneficial Ownership) divests
                  sufficient Voting Stock of the Issuer so that such person
                  ceases to be the Beneficial Owner, directly or indirectly, of
                  more than 30% of the Voting Stock of the Issuer, measured by
                  voting power rather than number of shares; or

         (3)      the first day on which a majority of the members of the Board
                  of Directors of the Issuer are not Continuing Directors.

         "CLEARSTREAM, LUXEMBOURG" means Clearstream, Banking societe anonyme.

         "COMPARABLE TREASURY ISSUE" means, with respect to any Repayment Date,
the United States Treasury security selected by an independent investment
banking firm in London (selected by the Issuer) as having a maturity comparable
to the remaining term of the Senior Notes that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities denominated in United States dollars of
comparable maturity to the remaining term of the Senior Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any Repayment Date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
for the Senior Notes (expressed in each case as a percentage of its principal
amount) on the third New York Business Day preceding such Repayment Date, as set
forth in the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for US Government Securities" or (2) if such release (or any
successor release) is not published or does not contain such prices on such New
York Business Day, (a) the average of the Reference Treasury Dealer Quotations
for such Repayment Date

                                 Schedule 3 - 7

<PAGE>

after excluding the highest and lowest of such Reference Treasury Dealer
Quotations or (b) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such quotations.

         "COMPOSITE GUARANTEE" means the Guarantee made on 19 May 2003 by the
Issuer and the Guarantors in favor of the Security Trustee of the obligations of
the Obligors under the Security Trust and Intercreditor Deed, any
Agent/Trustee/New Bonding Facility Bank Accession Letter, any Guarantor
Accession Letter, the Escrow Agreement, the New Bonding Facility Agreement, the
Security Documents (other than the Guarantee of the Senior Notes, the Guarantee
of the Junior Notes and the Composite Guarantee), the Fee Letter and any
Additional Remuneration Fee Letter (as such terms are defined therein).

         "CONSOLIDATED EBITDA" means, with respect to any specified Person and
such of its Subsidiaries as are specified (or in the event no Subsidiaries of
such Person are specified, such Person) for any period, the Consolidated Profit
Before Taxes of such Person and such of its Subsidiaries as are specified (or in
the event no Subsidiaries of such Person are specified, of such Person) for such
period:

         (1)      plus an amount equal to any extraordinary or exceptional
                  (whether operating or non-operating) costs or losses realized
                  by such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  such Person) for such period, to the extent such costs or
                  losses were deducted in computing such Consolidated Profit
                  Before Taxes;

         (2)      minus an amount equal to any extraordinary or exceptional
                  (whether operating or non-operating) income or gains realized
                  by such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  such Person) for such period, to the extent such income or
                  gains were included in computing such Consolidated Profit
                  Before Taxes;

         (3)      plus an amount equal to any costs or losses realized by such
                  Person and such of its Subsidiaries as are specified (or in
                  the event no Subsidiaries of such Person are specified, such
                  Person) in respect of discontinued operations for such period,
                  to the extent such costs or losses were deducted in computing
                  such Consolidated Profit Before Taxes;

         (4)      minus an amount equal to any income or gains realized by such
                  Person and such of its Subsidiaries as are specified (or in
                  the event no Subsidiaries of such Person are specified, such
                  Person) in respect of discontinued operations for such period,
                  to the extent such income or gains were included in computing
                  such Consolidated Profit Before Taxes;

         (5)      plus an amount equal to the Consolidated Gross Finance Charges
                  for such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  for such Person) for such period, to the extent that such
                  Consolidated Gross Finance Charges were deducted in computing
                  such Consolidated Profit Before Taxes;

                                 Schedule 3 - 8

<PAGE>

         (6)      plus an amount equal to interest paid or accrued on the Junior
                  Notes for such period to the extent such amount was deducted
                  in computing such Consolidated Profit Before Taxes;

         (7)      minus an amount equal to the Consolidated Gross Finance Income
                  for such Person and such of its Subsidiaries as are specified
                  (or in the event no Subsidiaries of such Person are specified,
                  for such Person) for such period, to the extent that such
                  Consolidated Gross Finance Income was included in computing
                  such Consolidated Profit Before Taxes;

         (8)      plus an amount equal to the equity in net losses of joint
                  ventures and associates of such Person and such of its
                  Subsidiaries as are specified (or in the event no Subsidiaries
                  of such Person are specified, of such Person) for such period,
                  to the extent that such amounts were deducted in computing
                  such Consolidated Profit Before Taxes;

         (9)      minus an amount equal to the equity in net income of joint
                  ventures and associates of such Person and such of its
                  Subsidiaries as are specified (or in the event no Subsidiaries
                  of such Person are specified, of such Person) for such period,
                  to the extent that such amounts were included in computing
                  such Consolidated Profit Before Taxes;

         (10)     plus an amount equal to depreciation and amortization
                  (including amortization or impairment of goodwill and other
                  intangibles but excluding amortization of prepaid cash
                  expenses that were paid in a prior period) of such Person and
                  such of its Subsidiaries as are specified (or in the event no
                  Subsidiaries of such Person are specified, of such Person) for
                  such period, to the extent that such depreciation and
                  amortization were deducted in computing such Consolidated
                  Profit Before Taxes;

         (11)     minus an amount equal to any foreign exchange gains recorded
                  in the profit and loss account in respect of the retranslation
                  of the balances outstanding under the Junior Notes and the
                  Senior Notes for such period, to the extent such foreign
                  exchange gains were included in computing such Consolidated
                  Profit Before Taxes;

         (12)     plus an amount equal to any foreign exchange losses recorded
                  in the profit and loss account in respect of the retranslation
                  of the balances outstanding under the Junior Notes and the
                  Senior Notes for such period, to the extent such foreign
                  exchange losses were deducted in computing such Consolidated
                  Profit Before Taxes;

         (13)     minus an amount equal to any finance income related to the
                  expected return on pension and other retirement benefit
                  schemes' assets for such period, to the extent such finance
                  income was included in computing such Consolidated Profit
                  Before Taxes;

         (14)     plus an amount equal to any financing costs related to the
                  interest on pension and other retirement benefit schemes'
                  liabilities for such period, to the extent

                                 Schedule 3 - 9

<PAGE>

                  such financing costs were deducted in computing such
                  Consolidated Profit Before Taxes;

         (15)     plus an amount equal to any non-cash expense recorded in the
                  profit and loss account in respect of share options for such
                  period, to the extent such non-cash expense was deducted in
                  computing such Consolidated Profit Before Taxes;

         (16)     minus an amount equal to any credit or provision release
                  recorded in the profit and loss account in respect of share
                  options for such period, to the extent such credit or
                  provision release was included in computing such Consolidated
                  Profit Before Taxes;

         in each case, on a consolidated basis and determined in accordance with
         Fixed UK GAAP, consistently applied.

         "CONSOLIDATED GROSS FINANCE CHARGES" means, with respect to any
specified Person and such of its Subsidiaries as are specified (or in the event
no Subsidiaries of such Person are specified, such Person) for any period,
without duplication, the aggregate amount of interest or amounts in the nature
of interest, whether paid or accrued and whether or not capitalized (including,
without limitation, amortization of debt issuance costs and original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect of letter
of credit or bankers' acceptance financings), commissions, fees, discounts and
other finance payments payable by such Person and such of its Subsidiaries as
are specified, in each case in respect of Indebtedness and paid or accrued in
such period (including any commissions, fees, discounts and other finance
payments payable by such Person and such of its Subsidiaries as are specified
under any Permitted Hedging Transaction), on a consolidated basis, determined in
accordance with Fixed UK GAAP, consistently applied, minus any interest paid or
accrued on the Junior Notes.

         "CONSOLIDATED GROSS FINANCE INCOME" means, with respect to any
specified Person and such of its Subsidiaries as are specified (or in the event
no Subsidiaries of such Person are specified, such Person) for any period,
without duplication, the aggregate amount of interest or amounts in the nature
of interest (including, without limitation, non-cash interest income),
commissions, fees, discounts and other finance payments received by such Person
and such of its Subsidiaries as are specified (or in the event no Subsidiaries
of such Person are specified, such Person), including any commissions, fees,
discounts and other finance payments received by such Person and such of its
Subsidiaries as are specified under any Permitted Hedging Transaction, on a
consolidated basis, determined in accordance with Fixed UK GAAP, consistently
applied.

         "CONSOLIDATED INDEBTEDNESS" means, with respect to any Person at any
time, the consolidated Indebtedness of such Person and such of its Subsidiaries
as are specified at such time that is required to appear on a balance sheet of
such Person and such of its Subsidiaries as are specified in accordance with
Fixed UK GAAP, consistently applied.

         "CONSOLIDATED PROFIT AFTER TAXES" means, with respect to any specified
Person for any period, the aggregate of the Profit After Taxes of such Person
and such of its Subsidiaries as are

                                 Schedule 3 - 10

<PAGE>

specified for such period, on a consolidated basis, determined in accordance
with Floating UK GAAP, consistently applied; provided that:

         (1)      the Profit After Taxes (but not loss) of any Person that is
                  not a Subsidiary of such Person or that is accounted for by
                  the equity method of accounting will be included only to the
                  extent of the amount of dividends or distributions paid in
                  cash to the specified Person or such of its Subsidiaries as
                  are Wholly-Owned Subsidiaries of such Person;

         (2)      the Profit After Taxes of any specified Subsidiary of such
                  Person will be excluded to the extent that the declaration or
                  payment of dividends or similar distributions by that
                  Subsidiary of that Profit After Taxes is not at the date of
                  determination permitted without any prior governmental
                  approval (that has not been obtained) or, directly or
                  indirectly, by operation of the terms of its organizational
                  documents or any agreement, instrument, judgment, decree,
                  order, statute, rule or governmental regulation applicable to
                  that Subsidiary or its stockholders;

         (3)      the Profit After Taxes of any Person acquired in a pooling of
                  interests transaction for any period prior to the date of such
                  acquisition will be excluded;

         (4)      any discharge of indebtedness income and any income or gain
                  arising as a result of consummation of the Restructuring will
                  be excluded; and

         (5)      the cumulative effect of a change in accounting principles
                  will be excluded.

         "CONSOLIDATED PROFIT BEFORE TAXES" means, with respect to any specified
Person and such of its Subsidiaries as are specified (or in the event no
Subsidiaries of such Person are specified, such Person) for any period, the
profit (loss) before taxes of such Person and such of its Subsidiaries as are
specified (or in the event no Subsidiaries of such Person are specified, of such
Person) for such period, on a consolidated basis, determined in accordance with
Fixed UK GAAP, consistently applied; provided that:

         (1)      the profit (loss) before taxes of any Person acquired in a
                  pooling of interests transaction for any period prior to the
                  date of such acquisition will be excluded; and

         (2)      any discharge of indebtedness income and any income or gain
                  arising as a result of consummation of the Restructuring will
                  be excluded.

         "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the Board of Directors of the Issuer who:

         (1)      was a member of such Board of Directors on the Issue Date; or

         (2)      was nominated for election or elected to such Board of
                  Directors with the approval of a majority of those members of
                  such Board of Directors at the time of such nomination or
                  election who were either (a) a member of such Board of
                  Directors on the Issue Date or (b) nominated for election or
                  elected in accordance with this clause (2).

                                 Schedule 3 - 11

<PAGE>

         "CORPORATE TRUST OFFICE" means the office of the Trustee in which its
corporate trust business is principally administered, which as of the date
hereof is located at 767 Third Avenue, 31st Floor, New York, NY 10017.

         "DEFAULT" means any event that is, or with the passage of time or the
giving of notice or the making of any determination or any combination thereof
would be, an Event of Default.

         "DEFAULT RATE" means 10% per annum.

         "DEFINITIVE REGISTERED SENIOR NOTES" means Senior Notes in definitive
registered form.

         "DEPOSIT AGREEMENT" means the deposit agreement dated as of the Issue
Date between the Issuer and The Bank of New York, as Depositary.

         "DEPOSITARY" means the Person appointed as agent by the Issuer under
the Deposit Agreement for the purposes of maintaining records in which it shall
record the ownership, transfer and increases or decreases in the principal
amount of CDIs in a Global Senior Note, which initially shall be The Bank of New
York.

         "DERIVATIVE TRANSACTION" means any transaction (including an agreement
with respect thereto) which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, equity derivative transaction, bond option,
interest rate option, credit default swap, credit derivative transaction,
foreign exchange transaction (other than a spot foreign exchange transaction),
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option, futures
contract, futures transaction, any other derivative contract or any other
similar transaction (including any option or future with respect to any of these
transactions), and any combination of these transactions.

         "DISINTERESTED DIRECTOR" means, with respect to any transaction or
series of related transactions, a member of the Board of Directors of the Issuer
who does not have any material direct or indirect financial interest in or with
respect to such transaction or series of related transactions. Ownership of the
Issuer's Equity Interests and/or employment arrangements with the Issuer or any
of its Subsidiaries shall not constitute a material direct or indirect financial
interest in or with respect to a transaction or series of related transactions
not directly related to such ownership or such employment arrangement.

         "DISINTERESTED OFFICER" means, with respect to any transaction or
series of related transactions, an Officer of the Issuer who does not have any
material direct or indirect financial interest in or with respect to such
transaction or series of related transactions. Ownership of the Issuer's Equity
Interests and/or employment arrangements with the Issuer or any of its
Subsidiaries shall not constitute a material direct or indirect financial
interest in or with respect to a transaction or series of related transactions
not directly related to such ownership or such employment arrangement.

         "DISQUALIFIED STOCK" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exercisable or exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or
prior to the date that is

                                 Schedule 3 - 12

<PAGE>

one year after the date on which the Senior Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Issuer to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale will not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Issuer may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.04 (Restricted Payments).

         "DISTRIBUTION AGENT" means The Bank of New York as distribution agent
pursuant to the Escrow and Distribution Agreement and any successor from time to
time.

         "DOLLAR EQUIVALENT" means, with respect to any monetary amount in a
currency other than United States dollars, at any time of determination thereof,
the amount of United States dollars obtained by translating the amount of such
foreign currency into United States dollars at the spot rate for the purchase of
United States dollars with the applicable foreign currency as published in the
Wall Street Journal on the date that is two (2) New York Business Days prior to
such determination.

         Except as set forth in Section 4.07 (Limitation on Indebtedness and
Preferred Stock), whenever it is necessary to determine compliance with any
covenant that contains an amount expressed in United States dollars in this
Indenture and an amount is expressed in a currency other than United States
dollars, such amount will be treated as the Dollar Equivalent determined as of
the date such amount is initially determined in such other currency.

         "DTC" means The Depository Trust Company or its nominee.

         "ENFORCEMENT EVENT" means the acceleration of any Secured Obligations
(other than Secured Obligations arising under the New Bonding Facility
Agreement) or any declaration that any Secured Obligations (other than Secured
Obligations arising under the New Bonding Facility Agreement) are prematurely
due and payable (other than solely as a result of it becoming unlawful for a
Secured Creditor to perform its obligations under the Relevant Documents) or any
failure by any Obligor to pay any principal amount in respect of any Secured
Obligations (other than Secured Obligations arising under the New Bonding
Facility Agreement) whether on maturity or otherwise.

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

         "ESCROW ACCOUNTS" means the Mandatory Redemption Escrow Accounts and
the Existing Performance Bond Escrow Accounts established pursuant to the Escrow
Agreement.

         "ESCROW AGREEMENT" means the escrow agreement dated on or about the
date of the Security Trust and Intercreditor Deed and made between HSBC Bank plc
as New Bonding Facility Agent and New Bonding Facility Security Trustee, the
Security Trustee, the Escrow Bank and the Issuer establishing and setting out
the terms and conditions of each of the Escrow Accounts.

         "ESCROW AND DISTRIBUTION AGREEMENT" means the escrow and distribution
agreement dated March 27, 2003 between the Issuer, Marconi plc, the security
trustee named therein, The

                                 Schedule 3 - 13

<PAGE>

Bank of New York as distribution agent, The Law Debenture Trust Corporation
p.l.c., Ancrane, Bondholder Communications Group and the Supervisors (as defined
therein) with respect to the Restructuring.

         "ESCROW BANK" means the Person acting as Escrow Bank under the Escrow
Agreement, which initially shall be HSBC Bank plc.

         "ESOP ESCROW AGREEMENT" means the ESOP escrow agreement dated December
13, 2002 between Marconi plc, the Issuer, HSBC Bank plc and Barclays Bank PLC.

         "EURO" or "E" means the currency introduced at the start of the third
stage of the European economic and monetary union pursuant to the Treaty
establishing the European Community, as amended by the Treaty on European Union.

         "EUROCLEAR" means Euroclear Bank S.A./N.V.

         "EUROPEAN UNION" means the European Union, including the countries of
Austria, Belgium, Denmark, France, Finland, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but
not including any country which becomes a member of the European Union after the
Issue Date.

         "EVENT OF DEFAULT", when used with respect to the Senior Notes, has the
meaning set forth in Section 6.01 (Events of Default).

         "EXCLUDED ASSET SALE AND LIQUIDATION PROCEEDS" means (1) the first
 L82 million (or the Sterling Equivalent) of Net Proceeds and/or
Liquidation Proceeds received by the Issuer and its Subsidiaries with respect to
Excluded Assets, minus (2) the aggregate Net Proceeds and/or Liquidation
Proceeds received by the Issuer and its Subsidiaries with respect to Excluded
Assets prior to the Issue Date.

         "EXCLUDED ASSETS" means assets, rights and properties that have been
identified as such in writing by the Issuer to the Trustee, the Junior Note
Trustee and the Security Trustee and that have been confirmed in writing by
PricewaterhouseCoopers.

         "EXISTING INDEBTEDNESS" means Indebtedness of the Issuer and its
Subsidiaries (other than Indebtedness owed to the Issuer or any Subsidiary of
the Issuer) in existence (i) on the Scheme Launch Date or (ii) incurred after
the Scheme Launch Date and in existence on the Issue Date and as set forth in
Schedule 3 (Existing Indebtedness incurred after the Scheme Launch Date) hereto,
in each case until such amounts are repaid.

         "EXISTING INTERCOMPANY INDEBTEDNESS" means Indebtedness owed by the
Issuer or any of its Subsidiaries to the Issuer or any other Subsidiary of the
Issuer (for purposes of this definition, the "CREDITOR") on the Issue Date, in
each case until such amounts are repaid, provided that (1) in the event a
particular Subsidiary of the Issuer is the creditor in respect of Indebtedness
of the Issuer and all its Subsidiaries that in the aggregate exceeds L20
million (or the Sterling Equivalent), such creditor Subsidiary is a party to the
Security Trust and Intercreditor Deed and (2) such Indebtedness is unsecured.
For purposes of this definition, any Subsidiary of the Issuer that owns or holds
any shares of Preferred Stock or Disqualified Stock issued by the Issuer or any
of its other Subsidiaries shall constitute the creditor with respect to such
Preferred Stock or Disqualified Stock.

                                 Schedule 3 - 14

<PAGE>

         "EXISTING PERFORMANCE BOND ESCROW ACCOUNT" means the Escrow Accounts
established pursuant to the Escrow Agreement to be used to satisfy certain
obligations of the Issuer and its Subsidiaries to provide cash collateral under
Existing Performance Bonds.

         "EXISTING PERFORMANCE BONDS" means surety bonds, appeal bonds, bid
bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature issued by a bank, insurance company or other
financial institution on behalf of the Issuer or any of its Subsidiaries in
existence on the Issue Date and not issued pursuant to the Interim Bonding
Facilities, until such bonds, letters of credit, guarantees or other obligations
expire, terminate or are cancelled.

         "EXTERNAL ASSETS" means, with respect to any specified Person on any
date, the total assets of such Person, after eliminating intercompany assets and
investments in Subsidiaries, on such date and in accordance with Floating UK
GAAP.

         "EXTERNAL SALES" means, with respect to any specified Person for any
period, the total revenues of such Person, after eliminating intercompany sales,
for such period and in accordance with Floating UK GAAP.

         "FAIR MARKET VALUE" means, with respect to any asset, right or
property, the sale value that would be obtained in an arm's-length free market
transaction between an informed and willing seller and an informed and willing
buyer.

         "FIXED UK GAAP" means generally accepted accounting principles
applicable in the United Kingdom including Financial Reporting Standards and
Statements of Standard Accounting Practices issued by the Accounting Standards
Board Limited and as in effect on March 31, 2003.

         "FLOATING UK GAAP" means generally accepted accounting principles
applicable in the United Kingdom including Financial Reporting Standards and
Statements of Standard Accounting Practices issued by the Accounting Standards
Board Limited and as in effect from time to time.

         "GERMAN IP GUARANTOR" means Marconi Communications GmbH, a private
company incorporated under the laws of Germany.

         "GLOBAL SENIOR NOTES" means each global security in bearer form,
representing all or a part of the Senior Notes, without coupons for payments
attached, authenticated and delivered to the Holder of such Senior Notes or such
portion of such Senior Notes in accordance with Section 2.05 (Execution,
Authentication, Delivery and Dating).

         "GROUP" means all the Group Companies.

         "GROUP COMPANY" means the Issuer or any Subsidiary of the Issuer.

         "GROUP LICENCE AGREEMENT" means the intra-group licence agreement among
the Issuer and the operating companies within the Group dated on or before the
Issue Date providing for a licence authorizing the Issuer and each of its
Subsidiaries to use the Intellectual Property of each of them to the extent that
such use is ongoing on the Issue Date.

                                 Schedule 3 - 15

<PAGE>

         "GUARANTEE" means a guarantee, direct or indirect, of the obligation of
another Person in any manner including, without limitation, by way of a pledge
of assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness of any Person. The term
"GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "GUARANTEE" used as a verb has a
corresponding meaning.

         "GUARANTEE OF THE JUNIOR NOTES" means the Guarantee of the Junior Notes
by the Guarantors executed and delivered pursuant to Article 11 of the Junior
Note Indenture.

         "GUARANTEE OF THE SENIOR NOTES" means the Guarantee of the Senior Notes
by the Guarantors executed and delivered pursuant to Article 11 of this
Indenture.

         "GUARANTORS" means each Non-US Guarantor and each US Guarantor.

         "HIGHLY RATED FINANCIAL COUNTERPARTY" means a bank or financial
institution whose financial obligations are rated P-1 by Moody's Investors
Service, Inc. or A-1 by Standard and Poor's Rating Services (or any successor to
the ratings business of either of the foregoing) or the equivalent rating
category of another internationally recognized rating agency.

         "HOLDER" means (i) for so long as any Senior Notes are represented by
one or more Global Senior Notes, the bearer thereof which shall be the
Depositary and (ii) in the event that Definitive Registered Senior Notes are
issued, the Person in whose name a Definitive Registered Senior Note is
registered on the Registrar's books.

         "INDEBTEDNESS" means, with respect to any specified Person, without
duplication:

         (1)      all indebtedness of such Person for borrowed money;

         (2)      all obligations of such Person evidenced by bonds, notes,
                  debentures, loan stock or similar instruments;

         (3)      all obligations, contingent or otherwise, of such Person in
                  respect of surety bonds, appeal bonds, bid bonds, performance
                  bonds or other obligations of a like nature;

         (4)      all obligations, contingent or otherwise, of such Person in
                  respect of letters of credit, banker's acceptances, bank
                  guarantees, acceptance or other similar facilities, in each
                  case, including reimbursement obligations or agreements in
                  respect thereof;

         (5)      all Capital Lease Obligations of such Person;

         (6)      all obligations created or arising under any conditional sale
                  or other title retention agreement with respect to property
                  acquired by such Person (even if the rights and remedies of
                  the seller or lender under such agreement in the event of
                  default are limited to repossession or sale of such property),
                  and all obligations of such Person representing the balance
                  deferred and unpaid of the purchase price of any property or
                  services, but in each case excluding trade payables and other
                  accrued current liabilities arising in the ordinary course of
                  business;

                                 Schedule 3 - 16

<PAGE>

         (7)      all Attributable Debt with respect to any Sale and Leaseback
                  Transaction of such Person;

         (8)      receivables sold or discounted (including, for the avoidance
                  of doubt, transactions having the economic effect of a sale or
                  discounting of receivables) by such Person, provided that
                  receivables to the extent they are sold or discounted on a
                  non-recourse basis shall be disregarded, and for this purpose,
                  where recourse:

                  (a)      is limited to the receivables sold; and/or

                  (b)      arises as a result of breach of warranties (or the
                           equivalent), including warranties (or the equivalent)
                           regarding the validity and enforceability of the
                           receivables sold but excluding warranties (or the
                           equivalent) in respect of the creditworthiness of the
                           receivable debtor;

                  the sale or discounting of such receivable shall be deemed to
                  be on a non- recourse basis;

         (9)      any amount raised under any other transaction by such Person
                  (including any forward sale or purchase agreement) having the
                  commercial effect of a borrowing, excluding trade payables and
                  other accrued current liabilities arising in the ordinary
                  course of business;

         (10)     all obligations of such Person under any Derivative
                  Transaction (the amount of any such obligations to be equal at
                  any time to the termination value of such agreement or
                  arrangement giving rise to such obligation that would be
                  payable by such Person at such time);

         (11)     the greater of the voluntary or involuntary maximum fixed
                  repurchase price of all Disqualified Stock of such Person; and

         (12)     any Preferred Stock issued by such Person, other than the
                  Issuer.

         In addition, the term "Indebtedness" includes all Indebtedness of other
Persons, the payment of which is secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or with respect to any asset or property of the specified Person
(whether or not such Indebtedness is assumed by the specified Person) and, to
the extent not otherwise included, any Guarantee or indemnity of the specified
Person with respect to any Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

         (1)      in the case of any Indebtedness issued with original issue
                  discount, the accreted value of the Indebtedness; and

         (2)      in the case of any other Indebtedness, the principal amount of
                  the Indebtedness, together with any interest on the
                  Indebtedness that is more than 30 days past due.

                                 Schedule 3 - 17

<PAGE>

         "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

         "INDENTURES" means this Indenture and the Junior Note Indenture.

         "INITIAL SECURITY DOCUMENTS" means the security documents to be dated
on or before the Issue Date that are set forth in Schedule 2 (Initial Security
Documents) hereto.

         "INITIAL TRANSACTION SECURITY" means all assets, properties and rights
of the Issuer and its Subsidiaries that are subject to Liens pursuant to the
terms and provisions of the Initial Security Documents in order to secure the
Secured Obligations.

         "INTELLECTUAL PROPERTY" means all industrial and intellectual property
rights whether registered or not including pending applications for registration
of such rights and the right to apply for registration of such rights including
but not limited to Patents, utility models, design patents, registered designs,
design rights, trade and service marks, copyrights (including copyright and
equivalent rights in computer software), rights in inventions, technical
information, rights in know-how, business names, database rights, processes,
models, formulae and experiments and all rights of equivalent or similar effect
to any of those which may subsist anywhere in the world.

         "INTELLECTUAL PROPERTY LICENCE AGREEMENTS" means (1) the licences from
the IPR SPVs (and in the case of the German IP Guarantor, the Security Trustee)
to the relevant Subsidiaries of the Issuer, (2) the Research and Development
Cost Sharing Agreement and (3) the Group Licence Agreement.

         "INTERIM BONDING FACILITIES" means (1) the interim bonding facility
dated May 10, 2002, as amended, among Barclays Bank PLC, HSBC Bank plc and
JPMorgan Chase Bank and Marconi Bonding Limited providing for the issuance of
surety bonds, appeal bonds, bid bonds, performance bonds, letters of credit,
bank guarantees or other obligations of a like nature and (2) the temporary
bonding facility dated February 8, 2002 among Barclays Bank PLC, HSBC Bank plc
and Marconi Bonding Limited providing for the issuance of surety bonds, appeal
bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature.

         "INTRA-GROUP LIABILITIES" means all present or future sums, liabilities
and obligations whatsoever (actual or contingent) payable, owing, due or
incurred by any Intra-Group Borrower (as defined in the Security Trust and
Intercreditor Deed) to any Intra-Group Creditor (as defined in the Security
Trust and Intercreditor Deed) (whether pursuant to an Intra-Group Document (as
defined in the Security Trust and Intercreditor Deed) or otherwise), other than
sums, liabilities and obligations arising in the ordinary course of business
which do not constitute Indebtedness.

         "INVESTMENTS" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Subsidiaries and
Affiliates of such Person) in the form of loans (including Guarantees or similar
arrangements), advances (by means of any transfer of cash or other property to a
Person other than the Issuer or any of its Subsidiaries or any payment for
property or services for the account or use of a Person other than the Issuer or
any of its Subsidiaries), or capital contributions or purchases or other
acquisitions for consideration of

                                 Schedule 3 - 18

<PAGE>

Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with Floating UK GAAP. The acquisition by the Issuer or any
Subsidiary of the Issuer of a Person that becomes a Subsidiary of the Issuer or
any Subsidiary of the Issuer and that holds an Investment in a third Person will
be deemed to be an Investment by the Issuer or such Subsidiary in such third
Person in an amount equal to the Fair Market Value of the Investment held by the
acquired Person in such third Person in an amount determined as provided in
Section 4.04 (Restricted Payments).

         "IPR SPV" means each of UK IPR Co, US IPR Co and Ringfenced IPR Co.

         "ISRAELI ESOP ESCROW AGREEMENT" means the escrow agreement dated
October 21, 2002 between the Issuer, Marconi plc, HSBC Bank plc, Barclays Bank
PLC, Bedell Cristin Trustees Limited and Allen & Overy.

         "ISSUE DATE" means the date on which the Senior Notes are first
originally issued.

         "ISSUER" means Marconi Corporation plc and any successor thereto.

         "ISSUER REQUEST" and "ISSUER ORDER" means, respectively, a written
request or order signed in the name of the Issuer by any Officer and delivered
to the Paying Agent or the Trustee (as the case may be).

         "ITALIAN EASY LOANS" means the subsidized loans existing as of the
Issue Date granted by the Italian Ministry of Productive Activities (formerly,
Ministry of Industry), either directly or through its authorized agents, in
favor of Marconi Communications S.p.A. and Marconi Sud S.p.A. or any other
Subsidiary of the Issuer incorporated or organized under the laws of Italy
pursuant to the provisions of Law No. 46 dated February 17, 1982 and Legislative
Decree No. 297 dated July 27, 1999.

         "ITALIAN INVOICE DISCOUNTING" means the discounting or factoring
(including, for the avoidance of doubt, transactions having the economic effect
of discounting or factoring) by Non-US Subsidiaries incorporated or organized
under the laws of Italy of trade receivables owed to such Non-US Subsidiaries in
the ordinary course of business on arm's-length terms, provided that (1) the
aggregate gross proceeds received from all such trade receivables discounted or
factored from and after the Issue Date does not exceed (euro)60 million (or the
equivalent in other currencies) and (2) such discounting or factoring is on a
non-recourse basis within the meaning specified in clause (8) of the definition
of Indebtedness.

         "ITALIAN MORTGAGES" means mortgages over real property constituting
Transaction Security granted by Marconi Communications S.p.A. and Marconi Sud
S.p.A.

         "JUNIOR NOTE INDENTURE" means the indenture dated as of May 19, 2003
between and among Marconi Corporation plc as issuer, the initial guarantors
named therein and JPMorgan Chase Bank as trustee, governing the Junior Notes, as
originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental thereto entered into pursuant to the
applicable provisions thereof.

         "JUNIOR NOTE INTEREST PAYMENT DATE" means each January 31, April 30,
July 31 and October 31, commencing July 31, 2003.

                                 Schedule 3 - 19

<PAGE>

         "JUNIOR NOTE TRUSTEE" means JPMorgan Chase Bank or any successor
trustee appointed pursuant to the applicable provisions of the Junior Note
Indenture.

         "JUNIOR NOTES" means the Guaranteed Junior Secured Notes due 2008
issued by the Issuer pursuant to the Junior Note Indenture.

         "JUNIOR PIK NOTES" means any Junior Notes issued in payment of interest
or Additional Amounts (as defined in the Junior Note Indenture) on outstanding
Junior Notes pursuant to the Junior Note Indenture.

         "LIEN" means, with respect to any asset or property, any mortgage or
deed of trust, lien (statutory or otherwise), pledge, charge, security interest,
assignment, deposit, easement, hypothecation, or other encumbrance of any kind
upon or in respect of such asset or property, whether or not filed, recorded or
otherwise perfected under applicable law, including any conditional sale,
capital lease or other title retention agreement, any lease in the nature
thereof, any agreement to give a charge, mortgage or other security interest in
and any filing of or agreement to give any financing statement under a statute
or regulation of any jurisdiction.

         "LIQUIDATION PROCEEDS" means the aggregate cash and Cash Equivalents
received by the Issuer or any of its Subsidiaries (i) in respect of the
liquidation, dissolution or winding up of any Subsidiary of the Issuer in its
capacity as holder of any Equity Interest in such Subsidiary that occurs
following or otherwise in connection with the sale of all or substantially all
the assets of such Subsidiary to a Person other than the Issuer or any of its
Subsidiaries or (ii) in respect of the liquidation, dissolution or winding up of
any Investment in a Person other than the Issuer or any of its Subsidiaries that
is owned by the Issuer or a Subsidiary of the Issuer, net of, without
duplication:

         (1)      any cash investment in, or payment or repayment of any
                  Indebtedness or other liability of, any Subsidiary of the
                  Issuer being liquidated, dissolved, placed under
                  administration or wound-up that is made by the Issuer or any
                  other Subsidiary of the Issuer contemporaneously with such
                  liquidation, dissolution, administration or winding-up, but
                  only to the extent of the amount of such cash investment,
                  payment or repayment;

         (2)      the direct costs actually incurred by the Issuer or such
                  Subsidiary including, without limitation, legal, accounting
                  and investment banking fees, sales commissions, and taxes
                  required to be paid or accrued as a liability under Floating
                  UK GAAP as a consequence of such liquidation, dissolution,
                  administration or winding-up, in each case, after taking into
                  account any available tax credits or deductions and any tax
                  sharing arrangements; and

         (3)      all distributions and other payments required to be made to
                  minority interest holders in any Subsidiary of the Issuer as a
                  result of such liquidation, dissolution, administration or
                  winding-up.

         "LONDON BUSINESS DAY" means a day (other than a Saturday or Sunday) on
which commercial banks in London are open for general business.

         "MAKE-WHOLE AMOUNT" means, with respect to the Senior Notes and any
Repayment Date, an amount equal to the sum of the present values of the
remaining scheduled payments of

                                 Schedule 3 - 20

<PAGE>

principal and interest after such Repayment Date on the Senior Notes discounted
to the Repayment Date on a quarterly basis (assuming a 360-day year consisting
of twelve 30-day months) at the Adjusted Treasury Rate as determined by an
independent investment banking firm in London (selected by the Issuer).

         "MANDATORY REDEMPTION ESCROW ACCOUNT" means the Escrow Account
established pursuant to the Escrow Agreement to receive deposits to be applied
to, inter alia, the mandatory redemption of the Junior Notes and/or the Senior
Notes.

         "MCHI" means Marconi Holdings, LLC, a Delaware limited liability
company, previously known as Marconi Communications Holdings, Inc., a Delaware
Corporation.

         "MCHI PLAN OF LIQUIDATION AND DISSOLUTION" means the Plan of Complete
Liquidation and Dissolution adopted and approved by the Board of Directors and
stockholders, respectively, of MCHI in March 2001 as in effect on the Issue
Date.

         "MOBILE ESOP ESCROW AGREEMENT" means the escrow agreement dated August
2, 2002 between the Issuer, Marconi plc, Marconi Bruton Street Limited, HSBC
Bank plc, Barclays Bank PLC, Salomon Brothers International Limited, UBS AG,
Bedell Cristin Trustees Limited and Slaughter and May.

         "NET PROCEEDS" means the aggregate cash and Cash Equivalents received
by the Issuer or any of its Subsidiaries in respect of any Asset Sale
(including, without limitation, payments in respect of deferred payment
arrangements (to the extent corresponding to the principal, but not interest,
component thereof) when received in the form of, and any non-cash consideration
received in any Asset Sale when disposed of for, cash or Cash Equivalents), net
of, without duplication (but in each case provided that the Issuer may, in its
discretion, elect not to deduct all or any portion of the following amounts from
the aggregate cash and Cash Equivalents received):

         (1)      all legal, title and recording tax expenses, commissions and
                  other fees and expenses incurred (including fees and expenses
                  of counsel, accountants and investment bankers) in connection
                  with such Asset Sale;

         (2)      all taxes required to be paid or accrued as a liability under
                  Floating UK GAAP, consistently applied, as a consequence of
                  such Asset Sale, in each case, after taking into account any
                  available tax credits or deductions and any tax sharing
                  arrangements;

         (3)      all distributions and other payments required to be made to
                  minority interest holders in any Subsidiary of the Issuer as a
                  result of such Asset Sale;

         (4)      amounts required to be applied to the repayment of
                  Indebtedness secured by a Lien on the assets, properties or
                  rights that were the subject of such Asset Sale, or
                  Indebtedness which pursuant to applicable law must be repaid
                  out of the proceeds of such Asset Sale;

         (5)      amounts required to be applied to the repayment of Existing
                  Indebtedness which by its terms, or in order to obtain a
                  necessary consent to such Asset Sale, must be repaid out of
                  the proceeds of such Asset Sale;

                                 Schedule 3 - 21

<PAGE>

         (6)      the provision of appropriate amounts by the Issuer or any of
                  its Subsidiaries as a reserve against any liabilities and/or
                  indemnification obligations retained and/or assumed by the
                  Issuer or any of its Subsidiaries pursuant to such Asset Sale,
                  as determined in accordance with, and only to the extent
                  required by, Floating UK GAAP, as reflected in an Officers'
                  Certificate of the Issuer delivered to the Trustee; and

         (7)      to the extent required pursuant to any binding agreement
                  between the Pension Benefit Guaranty Corporation and the
                  Issuer or its Subsidiaries (a "PBGC AGREEMENT"), any amount
                  contributed to the Marconi USA Employees' Retirement Plan or
                  the RELTEC Corporation Retirement Plan (or any successor plans
                  thereto) for any Affected Pension Participants representing
                  not more than the allocable portion of any underfunding under
                  such pension plan or plans attributable to Affected Pension
                  Participants, to the extent that, in connection with such
                  Asset Sale, the assets and liabilities under the applicable
                  pension plan or plans attributable to such Affected Pension
                  Participants are not transferred to a pension plan maintained
                  by or on behalf of the acquirer in such Asset Sale (for
                  purposes of this clause (7) the net underfunding shall be
                  computed based on the present value of the applicable plan's
                  assets and liabilities as of the date of the Asset Sale and
                  using the applicable actuarial assumptions then being used by
                  the Pension Benefit Guaranty Corporation of the United States
                  for purposes of calculating plan termination liability and
                  using such other actuarial assumptions and methods considered
                  reasonable by the Issuer to determine such liabilities on the
                  sale date based on employee data as of the previous plan
                  valuation date updated to reflect significant demographic
                  changes or, if less, in accordance with any PBGC Agreement),
                  it being understood that, to the extent required under a PBGC
                  Agreement upon the sale of the Outside Plant and Power
                  Business or, if later, the sale of the North American Access
                  Business, the RELTEC Corporation Retirement Plan shall be
                  fully funded or the sponsorship thereof transferred to a
                  third-party buyer of either such business unit;

provided, however, that if either (i) the instrument or agreement governing such
Asset Sale requires the transferor to maintain a portion of the purchase price
in escrow or otherwise segregate and set aside a portion of the purchase price,
whether as a reserve for adjustment of the purchase price or otherwise, for a
period not in excess of nine months or (ii) the Issuer, in its reasonable
judgment, determines that it is desirable to segregate and set aside funds as a
reserve for post-closing adjustments to the purchase price or post-closing
balance sheet adjustments for a period not in excess of nine months, the portion
of the cash or Cash Equivalents that is actually placed in escrow or segregated
and set aside by the transferor shall not be deemed to be Net Proceeds until the
escrow terminates or the transferor ceases to segregate and set aside such
funds, in whole or in part, and then only to the extent of the proceeds released
from escrow to the transferor or that are no longer segregated and set aside by
the transferor.

         For the avoidance of doubt, the term "Net Proceeds" shall also include
those amounts described as such in subclause (b) of Section 4.05 (Purchase and
Cancellation of Notes).

         "NEW BONDING FACILITY AGREEMENT" means the L50 million committed
revolving bonding facility agreement dated March 27, 2003 among the Issuer,
Marconi Bonding Limited, the New

                                 Schedule 3 - 22

<PAGE>

Bonding Facility Security Trustee, certain New Bonding Facility Banks and
certain Non-US Subsidiaries providing for the issuance of surety bonds, appeal
bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature on behalf of the Issuer and/or any Non-US
Subsidiary, as such agreement may be amended, extended, supplemented or
otherwise modified from time to time (including, without limitation, any
successive amendments, extensions, supplements or other modifications of the
foregoing); provided that (1) the aggregate principal amount of Indebtedness at
any one time outstanding thereunder shall not exceed L50 million (or the
Sterling Equivalent) and (2) the term of such facility shall not extend beyond
the date that is 30 months after the Issue Date (but, for the avoidance of
doubt, Indebtedness and other obligations incurred or arising under such
facility on or prior to the date that is 30 months after the Issue Date may
extend beyond such date in accordance with the provisions of such facility).

         "NEW BONDING FACILITY BANKS" means those banks party to the Security
Trust and Intercreditor Deed as New Bonding Facility Banks.

         "NEW BONDING FACILITY FUNDING AMOUNT" means at any time the lesser of
(i)  L25,000,000 (or the Sterling Equivalent) and (ii) one half of the
aggregate facility limit under the New Bonding Facility Agreement.

         "NEW BONDING FACILITY SECURITY TRUSTEE" means HSBC Bank plc or any
successor appointed as agent and security trustee pursuant to the New Bonding
Facility Agreement.

         "NEW PATENT" means any Patent for which an application for a Patent is
filed by an IPR SPV, a UK IP Opco or a US IP Opco after the Effective Date.

         "NEW YORK BUSINESS DAY" means a day (other than a Saturday or Sunday)
on which commercial banks in New York City and the Corporate Trust Office of the
Trustee are open for general business.

         "NON-US GUARANTOR" means each of:

         (1)      Metapath Software International Limited

                  Mobile Systems International Holdings Limited
                  GPT Special Project Management Limited
                  Marconi Communications Limited, a private limited company
                  incorporated under the laws of England and Wales
                  Marconi Communications International Limited
                  Marconi Communications China Limited
                  Marconi Communications International Investments Limited
                  Marconi Communications International Holdings Limited
                  Marconi Communications Investments Limited
                  Marconi Communications Holdings Limited
                  Marconi (Bruton Street) Limited
                  Marconi (DGP1) Limited
                  Marconi (DGP2) Limited
                  Marconi Bonding Limited
                  Marconi Optical Components Limited

                                 Schedule 3 - 23

<PAGE>

                  Associated Electrical Industries Limited
                  English Electric Company Limited
                  Marconi (Elliott Automation) Limited
                  Elliott Automation Holdings Limited
                  Marconi Aerospace Unlimited
                  Marconi UK Intellectual Property Limited
                  Marconi (NCP) Limited
                  Highrose Limited
                  Marconi Inc.
                  Marconi Holdings, LLC
                  Marconi Communications North America Inc.
                  FS Holdings Corp.
                  FS Finance Corp.
                  Marconi Software International, Inc.
                  Metapath Software International (US), Inc.
                  Metapath Software International, Inc.
                  Marconi Intellectual Property (US), Inc.
                  Marconi Communications Holdings GmbH
                  Marconi Communications GmbH, a private company incorporated
                  under the laws of the
                  Federal Republic of Germany
                  Marconi Communications Real Estate GmbH
                  Marconi Holdings S.p.A.
                  Marconi Communications S.p.A.
                  Marconi Sud S.p.A. (to the extent provided in Section 11.01)
                  Marconi Communications Telemulti Ltda. (to the extent provided
                  in Section 11.01)
                  Marconi Australia Holdings Pty Limited
                  Marconi Australia Pty Limited
                  Marconi Communications Asia Limited
                  G.E.C. (Hong Kong) Limited
                  Bruton Street Overseas Investments Limited; and
                  Regents Place, Inc.;

         (2)      any other Non-US Subsidiary that executes a Guarantee of the
                  Senior Notes pursuant to this Indenture; and

         (3)      each of their respective successors.

         "NON-US SUBSIDIARY" means any Subsidiary of the Issuer other than a US
Subsidiary.

         "NORTH AMERICAN ACCESS BUSINESS" means that portion of the network
equipment business of the US Subsidiaries comprising the North American access
systems business, which develops, manufactures, markets and sells last-mile
copper and fiber digital network equipment for the connection of business and
consumer end-users to communications networks in the United States and Canada
(including a service provider's switch or local exchange or an internet service
provider), but excluding the Outside Plant and Power Business and the BBRS
Business.

                                 Schedule 3 - 24

<PAGE>

         "NOTE TRUSTEES" means the Trustee and the Junior Note Trustee
collectively, or either of them, if the context requires.

         "OBLIGATIONS" means any principal, premium, make-whole amounts,
interest, penalties, fees, expenses, indemnifications, reimbursements, damages
and other liabilities (including, without limitation, contingent and prospective
liabilities) payable under the documentation governing any Indebtedness.

         "OBLIGOR" means each of the Issuer and each Guarantor, including any
Additional Guarantor.

         "OFFICER" means, with respect to the Issuer or any Guarantor, the chief
executive officer, the chief financial officer, the chief accounting officer,
the company secretary or any managing director, director or assistant company
secretary of the Issuer or such Guarantor.

         "OFFICERS' CERTIFICATE" means, with respect to the Issuer or any
Guarantor, a certificate signed in the name of the Issuer or such Guarantor, as
the case may be, by any two Officers of the Issuer or such Guarantor, as the
case may be (or, to the extent such Officers' Certificate is delivered in
compliance with the Trust Indenture Act, such officers as shall be required
thereunder), complying with the requirements of Section 13.03 (Certificate and
Opinion as to Conditions Precedent) and Section 13.04 (Statements Required in
Certificate or Opinion), as applicable.

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or any Guarantor, and who shall be
reasonably acceptable to the Trustee.

         "OPINION OF OUTSIDE COUNSEL" means a written opinion of counsel which
is issued by a Person who is a counsel of recognized standing in the relevant
jurisdiction and who is not an employee or consultant (other than non-employee
legal counsel) of the Issuer or any Guarantor.

         "OPTIONAL REDEMPTION PRICE" means an amount per Senior Note equal to
the greater of (1) the applicable Make-Whole Amount for such Senior Note and (2)
110% of the principal amount of such Senior Note, plus in each case accrued and
unpaid interest and Additional Amounts, if any, to the relevant Repayment Date.

         "OUTSIDE PLANT AND POWER BUSINESS" means that portion of the network
equipment access systems business of the US Subsidiaries that comprises outside
plant and power products that power, connect, protect or enclose parts of a
telecommunications network and services related to the installation,
engineering, maintenance and repair of and training for telecommunications
products.

         "OUTSTANDING" means, as of any date of determination, in relation to
the Senior Notes all the Senior Notes issued other than:

         (1)      those Senior Notes which have been redeemed pursuant to this
                  Indenture;

         (2)      those Senior Notes in respect of which the date for redemption
                  in accordance with this Indenture has occurred and the
                  redemption moneys (including premium (if any) and all interest
                  and Additional Amounts, if any, payable

                                 Schedule 3 - 25

<PAGE>

                  thereon) have been duly paid to the Trustee or to the Paying
                  Agent in the manner provided in the Agency Agreement (and
                  where appropriate notice to that effect has been given to the
                  relevant Holders) and remain available for payment against
                  presentation of the relevant Senior Notes;

         (3)      those mutilated or defaced Senior Notes which have been
                  surrendered and cancelled and in respect of which replacements
                  have been issued;

         (4)      (for the purpose only of ascertaining the principal amount of
                  the Senior Notes outstanding and without prejudice to the
                  status for any other purpose of the relevant Senior Notes)
                  those Senior Notes which are alleged to have been lost, stolen
                  or destroyed and in respect of which replacements have been
                  issued; and

         (5)      any Global Senior Note to the extent that it shall have been
                  exchanged for another Global Senior Note or for Definitive
                  Registered Senior Notes pursuant to its provisions or the
                  provisions of this Indenture;

         provided that for each of the following purposes, namely:

         (i)      the right to attend and vote at any meeting of the Holders or
                  any of them;

         (ii)     the determination of how many and which Senior Notes are for
                  the time being outstanding for the purposes of determining
                  whether the Required Holders have consented to the cessation
                  of a Payment Stop Event, the cancellation of a Standstill
                  Notice or for the purposes of Sections 6.01 (Events of
                  Default), 6.03 (Acceleration), 6.04 (Rescission and
                  Annulment), 6.10 (Limitations on Suits), 6.15 (Control by
                  Holders), 6.16 (Waiver of Past Default), 6.17 (Undertaking for
                  Costs), 7.10 (Resignation and Removal; Appointment of
                  Successors), 10.01 (Supplemental Indentures with the Consent
                  of Holders), 14.03 (Call and Notice of Meetings), 14.04
                  (Voting at Meetings) and 14.05 (Voting Rights, Conduct and
                  Adjournment);

         (iii)    any discretion, power or authority (whether contained in this
                  Indenture or vested by operation of law) which the Trustee is
                  required, expressly or impliedly, to exercise in or by
                  reference to the interests of the Holders or any of them; and

         (iv)     the determination by the Trustee whether any event,
                  circumstance, matter or thing is, in its opinion, materially
                  prejudicial to the interests of the Holders or any of them,

         those Senior Notes (if any) (i) which are for the time being held by or
         on behalf of the Issuer, a Guarantor, any of their respective
         Subsidiaries or any Affiliate of any of the foregoing, in each case as
         beneficial owner, and (ii) which are held in escrow pursuant to the
         Escrow and Distribution Agreement for distribution to Scheme Creditors
         shall (unless and until ceasing to be so held) be deemed not to remain
         Outstanding.

         "PARTICIPANTS" means participants of DTC, Euroclear and Clearstream,
Luxembourg.

         "PATENTS" means all pending patent applications and registered patents.

                                 Schedule 3 - 26

<PAGE>

         "PAYING AGENT" means initially The Bank of New York and thereafter, any
Person (other than the Issuer, any Guarantor or any Affiliate of the Issuer or
any Guarantor) authorized by the Issuer to authenticate the Senior Notes and to
pay the principal of, premium, if any, and interest and Additional Amounts, if
any, on any Senior Notes on behalf of the Issuer in accordance with the Agency
Agreement.

         "PAYMENT STOP EVENT" means the occurrence of either of the following:

         (1)      the failure by an Obligor to pay on the due date any amount
                  payable under the Senior Notes or this Indenture, or

         (2)      the acceleration of the maturity of the Senior Notes following
                  the occurrence of an Event of Default under the Senior Notes
                  or this Indenture,

         provided that a Payment Stop Event shall cease to be continuing if:

         (a)      the relevant Default under the Senior Notes or this Indenture
                  has been remedied or waived and any such acceleration has been
                  rescinded in accordance with this Indenture;

         (b)      the Required Holders of at least a majority in aggregate
                  principal amount of the then Outstanding Senior Notes consent
                  in writing to the cessation of such Payment Stop Event; or

         (c)      all Obligations under the Senior Notes and this Indenture have
                  been discharged in full and there are no further Obligations
                  under the Senior Notes or this Indenture.

         "PERMITTED BUSINESS" means business of the general nature of the Issuer
and its Subsidiaries conducted on the Issue Date and businesses ancillary or
reasonably related or complementary thereto.

         "PERMITTED CORE BUSINESS" means the telecommunications network
equipment and network services businesses conducted by the Issuer and its Non-US
Subsidiaries on the Issue Date, excluding the US Core Businesses.

         "PERMITTED DEBT" means any of the following:

         (1)      Existing Indebtedness and Existing Intercompany Indebtedness;

         (2)      Permitted Refinancing Indebtedness;

         (3)      Indebtedness represented by the Senior Notes, the Junior
                  Notes, the Composite Guarantee, the Guarantee of the Senior
                  Notes and the Guarantee of the Junior Notes;

         (4)      Indebtedness of the Issuer or any Non-US Subsidiary incurred
                  in the ordinary course of business under the New Bonding
                  Facility Agreement or any Replacement New Bonding Facility
                  Agreement;

         (5)      Permitted Intra-Group Indebtedness;

                                 Schedule 3 - 27

<PAGE>

         (6)      Indebtedness of the Issuer and its Subsidiaries in respect of
                  surety bonds, appeal bonds, bid bonds, performance bonds,
                  letters of credit, bank guarantees or other obligations of a
                  like nature incurred in the ordinary course of business;

         (7)      Indebtedness of the Issuer and its Subsidiaries arising from
                  agreements for indemnification or purchase price adjustment or
                  similar obligations incurred or assumed in connection with the
                  disposition or purchase of any assets, provided, in the case
                  of a sale, that the maximum assumable liability in respect of
                  all such obligations shall at no time exceed the gross
                  proceeds actually received by the Issuer and its Subsidiaries
                  (including the Fair Market Value of any non-cash proceeds);

         (8)      Indebtedness of the Issuer and its Subsidiaries in respect of
                  workers' compensation and other claims or obligations arising
                  under or in connection with social security, welfare,
                  employment-related or similar regulation, or in connection
                  with self-insurance or similar requirements related thereto,
                  in each case arising in the ordinary course of business,
                  including for the avoidance of doubt, Guarantees of any
                  obligations of the foregoing nature;

         (9)      the accrual of interest on Indebtedness of the Issuer and its
                  Subsidiaries that has not been capitalized or added to the
                  principal amount of such Indebtedness or the accretion or
                  amortization of original issue discount with respect to
                  Indebtedness, which Indebtedness was in each case permitted by
                  another clause of this definition;

         (10)     Indebtedness of the Captive Insurance Company in an aggregate
                  principal amount at any one time outstanding not to
                  exceed L20 million (or the Sterling Equivalent);

         (11)     Indebtedness of the Issuer and its Subsidiaries consisting of
                  advance or extended payment terms in the ordinary course of
                  business provided that no Lien (other than a Permitted Lien)
                  is created in connection with such advance or extended payment
                  terms;

         (12)     Indebtedness of the Issuer and its Subsidiaries pursuant to
                  Permitted Hedging Transactions;

         (13)     the Guarantee by the Issuer or any Non-US Guarantor of
                  Indebtedness of the Issuer or any other Non-US Guarantor,
                  which Indebtedness is permitted by another clause of this
                  definition;

         (14)     the Guarantee by any US Guarantor that is not a US Core
                  Business Subsidiary of Indebtedness of any other US Guarantor
                  that is not a US Core Business Subsidiary, which Indebtedness
                  is permitted by another clause of this definition;

         (15)     the Guarantee by any US Core Business Subsidiary of
                  Indebtedness of another US Core Business Subsidiary engaged in
                  the same US Core Business, which Indebtedness is permitted by
                  another clause of this definition;

                                 Schedule 3 - 28

<PAGE>

         (16)     Indebtedness of any US Subsidiary under the US Working Capital
                  Facility in an aggregate principal amount at any one time
                  outstanding for all US Subsidiaries not to exceed US$22.5
                  million (or the Dollar Equivalent);

         (17)     Indebtedness of the Issuer or any of its Subsidiaries arising
                  from an indemnity or similar obligation to any export credit
                  agency or similar governmental or quasi-governmental entity of
                  any member state of the Organization for Economic Co-operation
                  and Development in each case in an amount not to exceed the
                  portion of the price to be paid to the Issuer or any of its
                  Subsidiaries under a contract for goods or services that is
                  guaranteed, insured or otherwise supported by such export
                  credit agency or similar governmental or quasi-governmental
                  entity and in an aggregate amount at any time outstanding not
                  to exceed L50 million (or the Sterling Equivalent);

         (18)     Indebtedness of the Issuer and the Non-US Subsidiaries in an
                  aggregate principal amount (or accreted value, as applicable)
                  at any time outstanding pursuant to this clause (18) which,
                  when aggregated with all other Indebtedness of the Issuer and
                  all Non-US Subsidiaries not permitted by any other clause of
                  this definition, does not exceed (a) in the event all
                  previously issued Junior Notes have been repaid in full and
                  there are no outstanding Obligations under the Junior Notes or
                  the Junior Note Indenture, L75 million (or the Sterling
                  Equivalent), or otherwise (b)  L50 million (or the
                  Sterling Equivalent); and

         (19)     Indebtedness of the US Subsidiaries in an aggregate principal
                  amount (or accreted value, as applicable) at any time
                  outstanding pursuant to this clause (19) which, when
                  aggregated with all other Indebtedness of all US Subsidiaries
                  not permitted by any other clause of this definition, does not
                  exceed (a) in the event all previously issued Junior Notes
                  have been repaid in full and there are no outstanding
                  Obligations under the Junior Notes or the Junior Note
                  Indenture, US$15 million (or the Dollar Equivalent), or
                  otherwise (b) US$10 million (or the Dollar Equivalent).

         "PERMITTED HEDGING TRANSACTION" means any Derivative Transaction that
is a currency option agreement or forward foreign exchange agreement entered
into by the Issuer or any of its Subsidiaries with any Person (other than the
Issuer or any of its Subsidiaries) (1) designed to protect against fluctuations
in currency values solely with respect to (a) trade receivables, (b) trade
payables, (c) the obligations of the Issuer to make payments of principal,
premium, if any, interest or Additional Amounts, if any, on the Senior Notes or
the Junior Notes or (d) consideration receivable in the form of cash or Cash
Equivalents pursuant to Asset Sales, and (2) other than in the case of clause
(1)(c), in the ordinary course of business and with a non-extendable term of not
more than 12 months.

         "PERMITTED INTRA-GROUP HEDGING TRANSACTION" means any Derivative
Transaction that is a currency option agreement or forward foreign exchange
agreement between or among the Issuer and any of its Subsidiaries designed to
protect against fluctuations in currency values and entered into in the ordinary
course of business and on arm's-length pricing.

         "PERMITTED INTRA-GROUP INDEBTEDNESS" means Indebtedness created,
incurred or acquired after the Issue Date and owed by the Issuer or any of its
Subsidiaries (for purposes of this

                                 Schedule 3 - 29

<PAGE>

definition, the "DEBTOR") to the Issuer or any of its Subsidiaries (for the
purposes of this definition, the "CREDITOR") that complies with the criteria set
out in one or more of the following clauses:

         (1)      the debtor is the Issuer or any Non-US Guarantor and the
                  creditor is the Issuer or any Non-US Guarantor; or

         (2)      the debtor is any US Guarantor and the creditor is any US
                  Guarantor; or

         (3)      the debtor is the Issuer or any Non-US Guarantor, the creditor
                  is any Non-US Subsidiary that is not a Non-US Guarantor and
                  the creditor is a direct or indirect Subsidiary of the debtor,
                  provided that, in the event such Indebtedness in respect of
                  which a particular Subsidiary of the Issuer is the creditor
                  exceeds an aggregate of L20 million (or the Sterling
                  Equivalent), such Subsidiary shall be a party to the Security
                  Trust and Intercreditor Deed; or

         (4)      the debtor is any US Guarantor, the creditor is any US
                  Subsidiary that is not a US Guarantor and the creditor is a
                  direct or indirect Subsidiary of the debtor, provided that, in
                  the event such Indebtedness in respect of which a particular
                  Subsidiary of the Issuer is the creditor exceeds an aggregate
                  of L20 million (or the Sterling Equivalent), such
                  Subsidiary shall be a party to the Security Trust and
                  Intercreditor Deed; or

         (5)      the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor and the creditor is any other Non-US Subsidiary that
                  is not a Non-US Guarantor; or

         (6)      the debtor is a US Subsidiary that is not a US Guarantor and
                  the creditor is any other US Subsidiary that is not a US
                  Guarantor; or

         (7)      the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor, the creditor is the Issuer or a Non-US Guarantor,
                  and the aggregate principal amount of all such Indebtedness
                  outstanding pursuant to this clause does not at any time
                  exceed L50 million (or the Sterling Equivalent); or

         (8)      the debtor is a US Subsidiary that is not a US Guarantor, the
                  creditor is a US Guarantor, and the aggregate principal amount
                  of all such Indebtedness outstanding pursuant to this clause
                  does not at any time exceed US$30 million (or the Dollar
                  Equivalent); or

         (9)      the debtor is the Issuer or a Non-US Guarantor that directly
                  or indirectly owns all of the Equity Interests of the US
                  Parent and the creditor is a US Subsidiary; or

         (10)     such Indebtedness is incurred under a Permitted Intra-Group
                  Hedging Transaction; or

         (11)     the debtor is a Non-US Subsidiary that is not a Non-US
                  Guarantor and such Indebtedness arises by virtue of a
                  counter-indemnity obligation owed to Marconi Bonding Limited
                  with respect to Marconi Bonding Limited's obligation under any
                  surety bond, appeal bond, bid bond, performance bond,

                                 Schedule 3 - 30

<PAGE>

                  letter of credit, bank guarantee or other obligation of a like
                  nature issued for the account or benefit of such Non-US
                  Subsidiary; or

         (12)     the debtor is a US Subsidiary that is not a US Guarantor and
                  such Indebtedness arises by virtue of a counter-indemnity
                  obligation owed to a US Guarantor with respect to such US
                  Guarantor's obligation under any surety bond, appeal bond, bid
                  bond, performance bond, letter of credit, bank guarantee or
                  other obligation of a like nature issued for the account or
                  benefit of such US Subsidiary, provided that if such US
                  Guarantor is a US Core Business Subsidiary, such US Subsidiary
                  is engaged in the same US Core Business as such US Guarantor;
                  or

         (13)     the debtor is a US Subsidiary and the creditor is the Issuer
                  or any other Subsidiary of the Issuer pursuant to a loan the
                  proceeds of which are used solely to pay the costs of the
                  liquidation, administration, dissolution, closure, suspension
                  of business or winding up of such US Subsidiary or a
                  termination of a business or operation of such US Subsidiary;
                  or

         (14)     the debtor is a Subsidiary of the Issuer and such Indebtedness
                  arises by virtue of a counter-indemnity obligation owed to
                  Marconi Inc. with respect to a letter of credit, bank
                  guarantee or other obligation of a like nature issued for the
                  account or benefit of Marconi Inc. in connection with any
                  insurance arrangements of Marconi Inc. undertaken or arranged
                  for the benefit of such Subsidiary; or

         (15)     the debtor is the Issuer or a Subsidiary of the Issuer and
                  such Indebtedness arises by virtue of a counter-indemnity
                  obligation owed to the Issuer or another Subsidiary of the
                  Issuer with respect to any Indebtedness of the Issuer or such
                  other Subsidiary of the type described in clause (8) of the
                  definition of Permitted Debt in connection with any claim or
                  other obligation that is attributable to the debtor;

         provided, however, that (a) with respect to Indebtedness in clauses
         (1), (2), (3), (4), (9) and (10) above, if the Issuer or any Guarantor
         is the debtor in respect of such Indebtedness, such Indebtedness must
         be unsecured, and (b) with respect to Indebtedness in clauses (1), (2)
         and (9) above, both the creditor and the debtor in respect of such
         Indebtedness must be parties to the Security Trust and Intercreditor
         Deed.

                  For the purposes of this definition, (1) if the Issuer or any
         Subsidiary of the Issuer has shares of Preferred Stock or Disqualified
         Stock outstanding, the Issuer or such Subsidiary shall constitute the
         "debtor" with respect to such Preferred Stock or Disqualified Stock and
         (2) if the Issuer or any Subsidiary of the Issuer owns or holds any
         shares of Preferred Stock or Disqualified Stock described in clause
         (1), the Issuer or such Subsidiary shall constitute the "creditor" with
         respect to such Preferred Stock or Disqualified Stock.

         "PERMITTED INTRA-GROUP TRANSFER" means

         (1)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of inventory (including equipment that
                  constitutes inventory) between or among the Issuer and any
                  Non-US Subsidiaries in the ordinary course of business;

                                 Schedule 3 - 31

<PAGE>

         (2)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of inventory (including equipment that
                  constitutes inventory) between or among US Subsidiaries (other
                  than US Core Business Subsidiaries engaged in different US
                  Core Businesses) in the ordinary course of business;

         (3)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among the Issuer and any Non-US Guarantors or
                  between or among any Non-US Guarantors, provided however, that
                  where the parties thereto are not in the Same Jurisdiction,
                  such transaction is made at Fair Market Value;

         (4)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among any Non-US Subsidiaries that are not
                  Guarantors;

         (5)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among Non-US Subsidiaries that are not Guarantors
                  and the Issuer or any Non-US Guarantors, provided however,
                  that such transaction is made at Fair Market Value;

         (6)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  from a US Guarantor that is not a US Core Business Subsidiary
                  to another US Guarantor that is not a US Core Business
                  Subsidiary, provided however, that where the parties thereto
                  are not in the Same Jurisdiction, such transaction is made at
                  Fair Market Value;

         (7)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among any US Subsidiaries that are not Guarantors;

         (8)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among US Subsidiaries that are not Guarantors and
                  any US Guarantors, provided however, that such transaction is
                  made at Fair Market Value;

         (9)      a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of any assets, properties or rights
                  between or among US Core Business Subsidiaries engaged in the
                  same US Core Business;

         (10)     a sale, lease, transfer, conveyance or other disposition,
                  directly or indirectly, of assets of a US Core Business by a
                  transferor to a US Guarantor that is incorporated either (a)
                  under the laws of the United States, any state thereof or the
                  District of Columbia or (b) in the Same Jurisdiction as the
                  transferor, in each case solely in compliance with and to the
                  extent necessary to comply with Section 4.02 (Covenants
                  Regarding US Core Businesses);

         (11)     tax loss surrenders between or among the Issuer and its
                  Subsidiaries;

         (12)     a licence, sublicence or transfer of Intellectual Property
                  between or among the Issuer and any of its Subsidiaries or
                  between or among its Subsidiaries,

                                 Schedule 3 - 32

<PAGE>

                  provided that (a) such licence, sublicence or transfer is
                  expressly permitted under or approved in accordance with the
                  terms of the applicable Intellectual Property Licence
                  Agreements or (b) if such Intellectual Property is not the
                  subject of the Intellectual Property Licence Agreements, the
                  Issuer provides express prior written consent to such
                  transaction;

         (13)     a transfer of assets that constitutes a Permitted Investment
                  or Restricted Payment that is permitted by Section 4.04
                  (Restricted Payments); and

         (14)     a transfer by FS Holdings Corp of Equity Interests in Marconi
                  Communications Inc. to the US Parent.

         "PERMITTED INVESTMENTS" means:

         (1)      any Investment by the Issuer or a Non-US Subsidiary in the
                  Issuer or a Non-US Subsidiary (including, for these purposes,
                  a newly organized Person that will as a result of such
                  Investment become a Non-US Subsidiary);

         (2)      any Investment by a US Subsidiary in a US Subsidiary
                  (including, for these purposes, a newly organized Person that
                  will as a result of such Investment become a US Subsidiary);

         (3)      any Investment by FS Holdings Corp in Equity Interests in the
                  US Parent solely in exchange for Equity Interests in Marconi
                  Communications Inc;

         (4)      any Investment in cash or Cash Equivalents;

         (5)      any Investment made as a result of the receipt of non-cash or
                  deferred consideration from an Asset Sale that was made in
                  compliance with Section 4.03 (Asset Sales);

         (6)      Investments received upon the sale or disposition of assets
                  that were excluded from the definition of Asset Sale pursuant
                  to (a) clause (1) of the second paragraph of the definition
                  thereof (other than Investments in Equity Interests) or (b)
                  clause (8) of the second paragraph of the definition thereof;

         (7)      Investments solely in exchange for the issuance of Equity
                  Interests (other than Disqualified Stock) of the Issuer;

         (8)      Investments received by the Issuer or any Subsidiary of the
                  Issuer (a) as a result of the waiver, compromise, settlement,
                  release or surrender, in each case in the ordinary course of
                  business, of any right or claim of the Issuer or such
                  Subsidiary, including any debt owing to the Issuer or such
                  Subsidiary, or (b) in satisfaction of judgments or pursuant to
                  any plan of reorganization, compromise, scheme or similar
                  arrangement upon the bankruptcy or insolvency of a debtor;

         (9)      any refinancing, amendment, renewal, extension, modification
                  or replacement (including in connection with or as a result of
                  a bankruptcy, insolvency, workout, reorganization or
                  recapitalization) of any Investment existing on the Issue Date
                  or any Investment made subsequent to the Issue Date that was

                                 Schedule 3 - 33

<PAGE>

                  permitted to be made under this Indenture, in each case so
                  long as no additional Investment is made;

         (10)     receivables (including extended payment terms) created or
                  acquired in the ordinary course of business by the Issuer or
                  any Subsidiary of the Issuer and payable or dischargeable in
                  accordance with its customary trade terms;

         (11)     negotiable instruments held for deposit or collection in the
                  ordinary course of business;

         (12)     Investments resulting from the acquisition of a Person that at
                  the time of such acquisition held instruments constituting
                  Investments that were not acquired in contemplation of, or in
                  connection with, the acquisition of such Person, provided that
                  the acquisition of such Person is permitted pursuant to
                  another clause of this definition of Permitted Investments;

         (13)     loans or advances by the Issuer or any Subsidiary of the
                  Issuer to their respective officers, directors or employees
                  for travel, transportation, entertainment, moving, relocation
                  and other business expenses that are made in the ordinary
                  course of business in an aggregate amount at any time
                  outstanding not to exceed L3 million (or the Sterling
                  Equivalent);

         (14)     Investments consisting of loans or advances by the Issuer or
                  any Non-US Subsidiary to customers for the purposes of
                  financing all or a portion of the purchase of goods or
                  services from the Issuer or any Non-US Subsidiary, provided
                  that such Investments do not involve the provision of cash by
                  the Issuer or any Non-US Subsidiary to the recipient of such
                  financing, and provided further that the aggregate amount of
                  all such outstanding Investments made after the Issue Date
                  does not at any time exceed L20 million (or the Sterling
                  Equivalent) (provided that Investments lasting for no more
                  than five (5) London Business Days in connection with
                  arrangements to transfer such loans or advances to third
                  parties will not be included in the calculation of such amount
                  until the expiration of such five (5) London Business Days);

         (15)     Investments consisting of loans or advances by any US
                  Subsidiary to customers for the purposes of financing all or a
                  portion of the purchase of goods or services from any US
                  Subsidiary, provided that such Investments do not involve the
                  provision of cash by any US Subsidiary to the recipient of
                  such financing, and provided further that the aggregate amount
                  of all such outstanding Investments made after the Issue Date
                  does not at any time exceed US$10 million (or the Dollar
                  Equivalent) (provided that Investments lasting for no more
                  than five (5) London Business Days in connection with
                  arrangements to transfer such loans or advances to third
                  parties will not be included in the calculation of such amount
                  until the expiration of such five (5) London Business Days);

         (16)     Investments made with respect to or in connection with the
                  incurrence of workers' compensation, unemployment or casualty
                  insurance, social security or welfare obligations and other
                  related types of statutory obligations (including,

                                 Schedule 3 - 34

<PAGE>

                  for the avoidance of doubt, counter-indemnities from the
                  Issuer or a Subsidiary of the Issuer to the Issuer or another
                  Subsidiary of the Issuer in respect of any of the foregoing
                  and Guarantees provided by the Issuer or any Subsidiary with
                  respect to or in connection with any obligations of the
                  foregoing nature);

         (17)     Investments made pursuant to contractual commitments in effect
                  on the Scheme Launch Date;

         (18)     Investments made pursuant to contractual commitments in effect
                  on the Issue Date that are listed in Schedule 4 (Permitted
                  Investments - Contractual Commitments in effect on the Issue
                  Date) hereto;

         (19)     Permitted Hedging Transactions and Permitted Intra-Group
                  Hedging Transactions;

         (20)     Investments in the Issuer by any US Subsidiary resulting from
                  the repurchase of any outstanding Senior Notes or Junior Notes
                  by such US Subsidiary or the cancellation of such Senior Notes
                  or Junior Notes;

         (21)     Investments consisting of loans from a US Subsidiary to the
                  Issuer or a Non-US Guarantor that directly or indirectly owns
                  all of the Equity Interests of the US Parent that are
                  permitted by clause (9) of the definition of Permitted
                  Intra-Group Indebtedness;

         (22)     any Investment by the Issuer or a Non-US Subsidiary in a US
                  Subsidiary the proceeds of which are used solely to pay the
                  costs of the liquidation, administration, dissolution,
                  closure, suspension of business or winding-up of such US
                  Subsidiary or the termination of a business or operation of
                  such US Subsidiary;

         (23)     Investments consisting of Indebtedness that is permitted by
                  clause (14) of the definition of Permitted Intra-Group
                  Indebtedness;

         (24)     with respect to the Issuer and the Non-US Subsidiaries, other
                  Investments in any Person (including, for the avoidance of
                  doubt, any joint venture) having an aggregate Fair Market
                  Value (measured on the date each such Investment was made and
                  without giving effect to subsequent changes in value) that,
                  when taken together with all other Investments made pursuant
                  to this clause (24) that are at the time outstanding, do not
                  exceed (a) L30 million (or the Sterling Equivalent) or
                  (b) from and after the earlier of the second anniversary of
                  the Issue Date and the date on which all previously issued
                  Junior Notes have been repaid in full and there are no
                  outstanding Obligations under the Junior Notes or the Junior
                  Note Indenture, L75 million (or the Sterling Equivalent),
                  provided however, that solely with respect to clause (a), the
                  aggregate Fair Market Value of all Investments made in each
                  twelve-month period commencing on the Issue Date and the first
                  anniversary of the Issue Date shall not exceed L15
                  million (or the Sterling Equivalent), provided further, that
                  in the case of each of clauses (a) and (b), such amounts shall
                  be calculated after giving effect to any reductions in the
                  amount of any Investments as a result of the repayment or
                  other disposition

                                 Schedule 3 - 35

<PAGE>

                  of the Investments for cash or Cash Equivalents, the amount of
                  the reduction not to exceed the amount of the Investments
                  previously made pursuant to this clause (24); and

         (25)     with respect to the US Subsidiaries, other Investments in any
                  Person (including, for the avoidance of doubt, any joint
                  venture) having an aggregate Fair Market Value (measured on
                  the date each such Investment was made and without giving
                  effect to subsequent changes in value), when taken together
                  with all other Investments made pursuant to this clause (25)
                  that are at the time outstanding, do not exceed (a) US$10
                  million (or the Dollar Equivalent) or (b) from and after the
                  earlier of the second anniversary of the Issue Date and the
                  date on which all previously issued Junior Notes have been
                  repaid in full and there are no outstanding Obligations under
                  the Junior Notes or the Junior Note Indenture, US$25 million
                  (or the Dollar Equivalent), provided however, that in the case
                  of each of clauses (a) and (b), such amounts shall be
                  calculated after giving effect to any reduction in the amount
                  of any Investments as a result of the repayment or other
                  disposition of the Investments for cash or Cash Equivalents,
                  the amount of the reduction not to exceed the amount of the
                  Investments previously made pursuant to this clause (25).

         "PERMITTED LIENS" means:

         In relation to the Issuer and its Subsidiaries:

         (1)      Liens on assets or property existing at the time of
                  acquisition of the assets or property by the Issuer or any
                  Subsidiary of the Issuer, Liens on assets or property of a
                  Person existing at the time such Person becomes a Subsidiary
                  of the Issuer and Liens on Capital Stock of an acquired Person
                  that becomes a Subsidiary of the Issuer as a result of such
                  acquisition; provided that such Liens were not created,
                  incurred or assumed in connection with, or in contemplation
                  of, such acquisition or such Person becoming a Subsidiary of
                  the Issuer and do not extend to or cover any other assets or
                  property of the Issuer or any of its Subsidiaries;

         (2)      Liens to secure Purchase Money Obligations or Capital Lease
                  Obligations, in each case that are permitted under the
                  definition of Permitted Debt;

         (3)      Liens arising pursuant to, or as a result of, any leases of
                  property or licensing or escrow arrangements that are excluded
                  from the definition of Asset Sale;

         (4)      any Lien the principal purpose and effect of which is to allow
                  the setting-off or netting of obligations with those of a
                  financial institution in the ordinary course of the cash
                  management arrangements of the Issuer or any Subsidiary of the
                  Issuer;

         (5)      Liens created pursuant to the Security Documents, the
                  Indentures, the Composite Guarantee, the Guarantee of the
                  Senior Notes, the Guarantee of the Junior Notes, the Escrow
                  Agreement and the Security Trust and Intercreditor Deed;

                                 Schedule 3 - 36

<PAGE>

         (6)      Liens existing on the Scheme Launch Date;

         (7)      Liens existing on the Issue Date that are listed in Schedule 5
                  (Permitted Liens - Liens existing on the Issue Date) hereto;

         (8)      Liens (not securing Indebtedness) for Taxes, assessments or
                  governmental charges or claims that are not yet delinquent or
                  that are being contested in good faith by appropriate
                  proceedings promptly instituted and diligently concluded,
                  provided that any reserve or other appropriate provision as is
                  required in conformity with Floating UK GAAP has been made
                  therefor;

         (9)      Liens incurred or deposits made in connection with workers'
                  compensation, unemployment insurance, other types of social
                  security or welfare obligations and other types of related
                  statutory obligations;

         (10)     Liens arising in relation to Existing Performance Bonds as a
                  result of the provision of cash collateral for such Existing
                  Performance Bonds from the Existing Performance Bond Escrow
                  Account;

         (11)     Liens (not securing Indebtedness) in favor of customs or
                  revenue authorities to secure payment of customs duties in
                  connection with the importation of goods in the ordinary
                  course of business;

         (12)     easements, rights of way, zoning restrictions and other
                  similar charges or encumbrances in respect of real property
                  not interfering in any material respect with the ordinary
                  conduct of the business of the Issuer or any of its
                  Subsidiaries;

         (13)     carriers', warehousemen's, mechanics', landlords',
                  materialmen's, repairmen's or other like Liens arising in the
                  ordinary course of business in respect of obligations that are
                  not yet due or that are bonded or that are being contested in
                  good faith and by appropriate proceedings; provided that
                  adequate reserves with respect to such Lien are maintained on
                  the books of the Issuer or any Subsidiary of the Issuer for
                  whom the Lien relates, as the case may be, in accordance with
                  Floating UK GAAP;

         (14)     Liens arising by operation of law;

         (15)     rights of set-off under contracts entered into in the ordinary
                  course of business;

         (16)     any Lien the principal purpose and effect of which is to allow
                  the setting-off or netting of obligations with those of a
                  financial institution under or in connection with any
                  Permitted Hedging Transaction;

         (17)     any retention of title reserved by any seller of goods or any
                  Lien imposed, reserved or granted over goods supplied by such
                  seller in the ordinary course of business;

         (18)     Liens arising out of or in connection with pre-judgment legal
                  process or a judgment or a judicial award relating to security
                  for costs;

                                 Schedule 3 - 37

<PAGE>

         (19)     any right of first refusal, right of first offer, option,
                  contract, or other agreement to sell or otherwise dispose of
                  an asset of the Issuer or any Subsidiary of the Issuer;

         (20)     Liens arising from Uniform Commercial Code financing statement
                  filings regarding operating leases entered into by the Issuer
                  or any Subsidiary of the Issuer in the ordinary course of
                  business, provided that such Liens do not extend to any
                  property or assets which are not the subject of such operating
                  leases;

         (21)     Liens resulting from escrow arrangements entered into in
                  connection with a disposition of property or assets;

         In relation to the Issuer and the Non-US Subsidiaries only:

         (22)     Liens arising from the provision of collateral by the Captive
                  Insurance Company that are required for the captive insurance
                  arrangements of the Issuer and its Subsidiaries, provided that
                  the Fair Market Value of such collateral does not exceed
                   L20 million (or the Sterling Equivalent) in the
                  aggregate at any time;

         (23)     Liens arising out of or in connection with Italian Invoice
                  Discounting;

         (24)     Liens on cash (including, for the avoidance of doubt, any
                  rights in respect of deposits with a bank or financial
                  institution) with respect to outstanding Indebtedness and
                  other obligations under the New Bonding Facility Agreement and
                  any Replacement New Bonding Facility Agreement (which Lien,
                  for the avoidance of doubt, may constitute a Lien ranking
                  prior to any Lien on cash collateral constituting Transaction
                  Security), provided that the aggregate at any time of all cash
                  collateral provided by the Issuer and its Subsidiaries to (a)
                  the New Bonding Facility Security Trustee (excluding all Cash
                  Collateral Releases transferred to the New Bonding Facility
                  Security Trustee and all amounts transferred from the Existing
                  Performance Bond Escrow Account to the New Bonding Facility
                  Security Trustee and other than as a result of the revaluation
                  of bonds issued under the New Bonding Facility Agreement
                  and/or any Replacement New Bonding Facility Agreement, as
                  applicable, in accordance with the terms of such agreement),
                  and (b) any agent, security trustee or lender under, or
                  otherwise in respect of, any Replacement New Bonding Facility
                  Agreement, does not exceed L25 million (or the Sterling
                  Equivalent);

         (25)     in the event all previously issued Junior Notes have been
                  repaid in full and there are no outstanding Obligations under
                  the Junior Notes or the Junior Note Indenture, Liens with
                  respect to surety bonds, appeal bonds, bid bonds, performance
                  bonds, letters of credit, bank guarantees or other obligations
                  of a like nature issued on behalf of the Issuer and/or any
                  Non-US Subsidiary (which Liens in relation to cash, for the
                  avoidance of doubt, may constitute a Lien ranking prior to any
                  Lien on cash collateral constituting Transaction Security),
                  provided that (a) the aggregate of all outstanding
                  Indebtedness and other obligations under all such instruments
                  or agreements secured by any Lien does not at any time
                  exceed L35 million (or the Sterling Equivalent), provided that
                  for purposes of determining compliance with such L35 million
                  (or the Sterling

                                 Schedule 3 - 38

<PAGE>

                  Equivalent) aggregate amount, any such Indebtedness or other
                  obligation that is secured by a Lien solely on cash
                  (including, for the avoidance of doubt, rights to any deposit
                  at a bank or other financial institution) shall be deemed to
                  be in an amount equal to the amount of such cash (and not the
                  amount of such Indebtedness or other obligation) and (b) each
                  such Lien shall be incurred by, and be solely in respect of
                  the property or assets of, the Issuer or such Non-US
                  Subsidiary on whose behalf such surety bond, appeal bond, bid
                  bond, performance bond, letter of credit, bank guarantee or
                  other obligation of a like nature is issued; and

         (26)     Liens with respect to outstanding Indebtedness or other
                  obligations of the Issuer or any Non-US Subsidiary (which
                  Liens in relation to cash, for the avoidance of doubt, may
                  constitute a Lien ranking prior to any Lien on cash collateral
                  constituting Transaction Security) that do not in the
                  aggregate for the Issuer and each Non-US Subsidiary at any
                  time exceed (a) in the event all previously issued Junior
                  Notes have been repaid in full and there are no outstanding
                  Obligations under the Junior Notes or the Junior Note
                  Indenture, L35 million (or the Sterling Equivalent), or
                  otherwise (b) L20 million (or the Sterling Equivalent),
                  provided that for purposes of determining compliance with
                  such L35 million (or the Sterling Equivalent) or L20
                  million (or the Sterling Equivalent) aggregate amount, any
                  such Indebtedness or other obligation that is secured by a
                  Lien solely on cash (including, for the avoidance of doubt,
                  rights to any deposit at a bank or other financial
                  institution) shall be deemed to be in an amount equal to the
                  amount of such cash (and not the amount of such Indebtedness
                  or other obligation);

         In relation to the US Subsidiaries only:

         (27)     Liens with respect to surety bonds, appeal bonds, bid bonds,
                  performance bonds, letters of credit, bank guarantees or other
                  obligations of a like nature issued on behalf of any US
                  Subsidiary (which Liens in relation to cash, for the avoidance
                  of doubt, may constitute a Lien ranking prior to any Lien on
                  cash collateral constituting Transaction Security), provided
                  that the aggregate of all outstanding Indebtedness and other
                  obligations under all such instruments or agreements secured
                  by any Lien does not at any time exceed US$15 million (or the
                  Dollar Equivalent), provided further that for purposes of
                  determining compliance with such US$15 million (or the Dollar
                  Equivalent) aggregate amount, any such Indebtedness or other
                  obligation that is secured by a Lien solely on cash
                  (including, for the avoidance of doubt, rights to any deposit
                  at a bank or other financial institution) shall be deemed to
                  be in an amount equal to the amount of such cash (and not the
                  amount of such Indebtedness or other obligation);

         (28)     Liens on the Pittsburgh Facility and related assets and rights
                  securing Indebtedness under the US Working Capital Facility,
                  provided that the aggregate principal amount of all such
                  outstanding Indebtedness does not at any time exceed US$22.5
                  million (or the Dollar Equivalent); and

                                 Schedule 3 - 39

<PAGE>

         (29)     Liens with respect to outstanding Indebtedness or other
                  obligations of any US Subsidiary (which Liens in relation to
                  cash, for the avoidance of doubt, may constitute a Lien
                  ranking prior to any Lien on cash collateral constituting
                  Transaction Security) that do not in the aggregate for all US
                  Subsidiaries at any time exceed (a) in the event all
                  previously issued Junior Notes have been repaid in full and
                  there are no outstanding Obligations under the Junior Notes or
                  the Junior Note Indenture, US$15 million (or the Dollar
                  Equivalent), or otherwise (b) US$5 million (or the Dollar
                  Equivalent), provided that for purposes of determining
                  compliance with such US$15 million (or the Dollar Equivalent)
                  or US$5 million (or the Dollar Equivalent) aggregate amount,
                  any such Indebtedness or other obligation that is secured by a
                  Lien solely on cash (including, for the avoidance of doubt,
                  rights to any deposit at a bank or other financial
                  institution) shall be deemed to be in an amount equal to the
                  amount of such cash (and not the amount of such Indebtedness
                  or other obligation).

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of the
Issuer or any Subsidiary of the Issuer issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund any Indebtedness that constitutes Permitted Debt pursuant to clauses (1),
(2), (6), (7), (8), (9) or (11) of the definition of Permitted Debt, other than
Indebtedness between or among the Issuer and its Subsidiaries, provided that:

         (1)      the principal amount (or accreted value, if applicable) of
                  such Permitted Refinancing Indebtedness does not exceed the
                  principal amount (or accreted value, if applicable) of the
                  Indebtedness extended, refinanced, renewed, replaced, defeased
                  or refunded (plus all accrued interest on such Indebtedness
                  and the amount of all expenses and premiums incurred in
                  connection therewith);

         (2)      such Permitted Refinancing Indebtedness has a final maturity
                  date later than the final maturity date of, and has a Weighted
                  Average Life to Maturity equal to or greater than the Weighted
                  Average Life to Maturity of, the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded;

         (3)      if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Senior Notes, such Permitted Refinancing
                  Indebtedness is subordinated in right of payment to the Senior
                  Notes and the Guarantee of the Senior Notes on terms at least
                  as favorable to the Holders of Senior Notes as those contained
                  in the documentation governing the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded;
                  and

         (4)      such Permitted Refinancing Indebtedness is incurred either by
                  (a) if the obligor on the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded is the
                  Issuer, the Issuer, (b) if the obligor on the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded is a Non-US Subsidiary, the Issuer or such Non-US
                  Subsidiary or (c) if the obligor on the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded
                  is a US Subsidiary, such US Subsidiary.

                                 Schedule 3 - 40

<PAGE>

         "PERSON" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "PITTSBURGH FACILITY" means the property located at 1000 Marconi Drive,
Warrendale, Pennsylvania, USA.

         "PLACE OF PAYMENT" when used with respect to the Senior Notes, means
the place or places where the principal of (and premium, if any), interest, or
Additional Amounts, if any, on the Senior Notes are payable, as specified in
Section 2.01 (Title and Terms).

         "PREDECESSOR SENIOR NOTE" of any particular Senior Note means every
previous Senior Note evidencing all or a portion of the same debt as that
evidenced by such particular Senior Note; and, for the purposes of this
definition, any Senior Note authenticated and delivered under Section 2.07
(Mutilated, Destroyed, Lost and Stolen Senior Notes) in exchange for or in lieu
of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Senior Note.

         "PREFERRED STOCK" means, with respect to any Person, any Equity
Interest of any class or classes (however designated) which is preferred as to
the payment of dividends or distributions, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such Person,
over the Equity Interest of any other class in such Person.

         "PROFIT AFTER TAXES" means, with respect to any specified Person for
any period, the profit (loss) after tax of such Person, determined in accordance
with Floating UK GAAP, consistently applied, and before any reduction in respect
of preferred stock dividends, excluding, however:

         (1)      any gain (but not loss), together with any related provision
                  for Taxes on such gain (but not loss), realized in connection
                  with (a) any Asset Sale or (b) the disposition of any
                  securities by such Person or any of its Subsidiaries or the
                  extinguishment of any Indebtedness of such Person or any of
                  its Subsidiaries; and

         (2)      any extraordinary or exceptional gain (but not loss), together
                  with any related provision for Taxes on such extraordinary or
                  exceptional gain (but not loss).

         "PURCHASE MONEY OBLIGATION" means any Indebtedness secured by a Lien on
assets or property used or useful in the Permitted Core Business and any
additions and accessions thereto, which are purchased by the Issuer or any
Subsidiary of the Issuer at any time after the Issue Date; provided that:

         (1)      the security agreement or conditional sales or other title
                  retention contract pursuant to which the Lien on such assets
                  is created (collectively a "PURCHASE MONEY SECURITY
                  AGREEMENT") shall be entered into within 360 days after the
                  purchase or substantial completion of the construction of such
                  assets and such Liens shall at all times be confined solely to
                  the assets so purchased or acquired, any additions and
                  accessions thereto and any proceeds therefrom;

                                 Schedule 3 - 41

<PAGE>

         (2)      at no time shall the aggregate principal amount of the
                  outstanding Indebtedness secured thereby be increased, except
                  in connection with the purchase of additions and accessions to
                  the assets so purchased or acquired and except in respect of
                  fees and other obligations in respect of such Indebtedness;
                  and

         (3)      (a) the aggregate outstanding principal amount of Indebtedness
                  secured thereby (determined on a per asset basis in the case
                  of any additions and accessions) shall not at the time such
                  Purchase Money Security Agreement is entered into exceed 100%
                  of the purchase price to the Issuer or such Subsidiary of the
                  assets subject thereto or (b) the Indebtedness secured thereby
                  shall be with recourse solely to the assets so purchased or
                  acquired, any additions and accessions thereto and any
                  proceeds therefrom.

         "REDEMPTION CERTIFICATE" means a certificate in substantially the form
set out in Schedule 4 to the Escrow Agreement.

         "REFERENCE TREASURY DEALER" means a primary US Government securities
dealer in New York City selected by the Trustee.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any Repayment Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue for
such Repayment Date (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer as at
5:00 p.m. (New York Time) on the third New York Business Day preceding such
Repayment Date.

         "REGISTRAR" means any Person appointed by the Issuer to maintain an
office or agency where Definitive Registered Senior Notes may be presented for
transfer, exchange or payment under this Indenture, which initially shall be The
Bank of New York.

         "REGULAR RECORD DATE" means, with respect to Definitive Registered
Senior Notes, the January 1, April 1, July 1 or October 1 immediately preceding
the relevant Senior Note Interest Payment Date.

         "RELEVANT CURRENCY" means United States dollars, provided that in the
event the Issuer elects to pay a redemption amount in British pounds sterling as
set forth in Section 3.10 (Optional Payment of Redemption Amounts in British
Pounds Sterling), the Relevant Currency of such redemption amount shall be
British pounds sterling.

         "RELEVANT DOCUMENTS" means the Security Trust and Intercreditor Deed,
any Agent/Trustee/New Bonding Facility Bank Accession Letter (as such term is
defined in the Security Trust and Intercreditor Deed), any Guarantor Accession
Letter (as such term is defined in the Security Trust and Intercreditor Deed),
the Indentures, the Escrow Agreement, the Senior Notes, the Junior Notes, the
New Bonding Facility Agreement, the Security Documents (including, for the
avoidance of doubt, the Guarantee of the Senior Notes, the Guarantee of the
Junior Notes and the Composite Guarantee), the Fee Letter and any Additional
Remuneration Fee Letter (as such terms are defined in the Security Trust and
Intercreditor Deed) and any notices issued and any other documents or agreements
entered into in connection with or relating to such documents.

                                 Schedule 3 - 42

<PAGE>

         "RELEVANT PERIOD" means each of the following periods: (1) the six
months ending September 30, 2005; and (2) the twelve months ending on each of
March 31, 2006, September 30, 2006, March 31, 2007, September 30, 2007 and March
31, 2008.

         "REPAYMENT DATE" means each date upon which the Issuer redeems all or
part of the Outstanding Senior Notes.

         "REPLACEMENT NEW BONDING FACILITY AGREEMENTS" means any facility
agreement or agreements entered into on or after the Issue Date between or among
the Issuer and/or any Non-US Subsidiary with any bank, insurance company or
other financial institution providing for the issuance of surety bonds, appeal
bonds, bid bonds, performance bonds, letters of credit, bank guarantees or other
obligations of a like nature on behalf of the Issuer and/or any Non-US
Subsidiary, as such agreement or agreements may be amended, extended,
supplemented or otherwise modified from time to time (including, without
limitation, any successive amendments, extensions, supplements or other
modifications of the foregoing); provided that (1) the term of each such
facility shall not extend beyond the date that is 30 months after the Issue Date
(but, for the avoidance of doubt, Indebtedness and other obligations incurred or
arising under any such facility on or prior to the date that is 30 months after
the Issue Date may extend beyond such date in accordance with the provisions of
any such facility) and (2) no such facility agreement shall require the Issuer
and/or any Non-US Subsidiary to cash-collateralize any instrument issued
thereunder, or otherwise require the Issuer and/or any Non-US Subsidiary to
grant any Lien to secure any instrument issued thereunder on any property or
asset having a value, in excess of 50% of the aggregate face or principal amount
of any such instrument.

         "REQUIRED HOLDERS" means at any time, the Holder or Holders of at least
the specified percentage of the aggregate principal amount of the Senior Notes
at the time Outstanding.

         "RESEARCH AND DEVELOPMENT COST SHARING AGREEMENT" means the research
and development cost sharing agreement entered into on or prior to the Issue
Date by Marconi Communications GmbH, Marconi Communications Inc, Marconi
Communications Limited and Marconi Communications S.p.A.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer of the Trustee assigned to or working in the Corporate Trust Department
of the Trustee or, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his or her knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.

         "RESTRUCTURING" means the Scheme of Arrangement under Section 425 of
the Companies Act 1985 between Marconi Corporation plc and its Scheme Creditors
(as defined therein) in the High Court of Justice of England and Wales.

         "RINGFENCED IPR CO" means Marconi Intellectual Property (Ringfence)
Inc., a Wholly-Owned Subsidiary of Marconi Communications Inc. that is
incorporated under the laws of the State of Delaware, United States of America,
to which all legal and beneficial ownership of Patents relating to the North
American Access Business, the BBRS Business and the Outside Plant and Power
Business owned by any US IP Opco are transferred on or prior to the Issue Date.

                                 Schedule 3 - 43

<PAGE>

         "SALE AND LEASEBACK TRANSACTION" means an arrangement relating to
assets or property now owned or hereafter acquired whereby the Issuer or any
Subsidiary of the Issuer transfers such assets or property to a Person and the
Issuer or any Subsidiary of the Issuer leases such assets or property from such
Person, if the amount of the liability in respect of such lease would at that
time be required to be capitalized on a balance sheet in accordance with
Floating UK GAAP.

         "SAME JURISDICTION" means (1) with respect to any Person organized and
existing under the laws of the United States of America, any state thereof or
the District of Columbia, any of such jurisdictions and (2) with respect to any
Person organized and existing under the laws of any other jurisdiction, such
other jurisdiction.

         "SCHEME CREDITORS" means the creditors of the Issuer and Marconi plc in
respect of the Restructuring.

         "SCHEME DOCUMENT" means the document entitled "Proposals in relation to
Schemes of Arrangement", dated 31 March 2003 and posted to Scheme Creditors
pursuant to the Restructuring.

         "SCHEME LAUNCH DATE" means March 31, 2003.

         "SEC" means the US Securities and Exchange Commission, as from time to
time constituted, created under the US Exchange Act, or, if at any time after
the execution of this instrument such SEC is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

         "SECURED CREDITORS" means the Security Trustee, any Receiver or
Delegate (each as defined in the Security Trust and Intercreditor Deed), the
Depositary, the Paying Agent, the Registrar, the Trustee (for itself and as
trustee for the holders of the Senior Notes), the Junior Note Trustee (for
itself and as trustee for the holders of the Junior Notes), the New Bonding
Facility Security Trustee, the Escrow Bank and each of the New Bonding Facility
Banks and their respective successors and assigns.

         "SECURED OBLIGATIONS" means all present and future indebtedness,
liabilities and obligations (for the avoidance of doubt, including any
liabilities and obligations which have been cash-collateralized by the Obligors)
at any time of any Obligor under the Relevant Documents, both actual and
contingent and whether incurred solely or jointly or in any other capacity
together with any of the following matters relating to or arising in respect of
those liabilities and obligations:

         (1)      any refinancing, novation, deferral or extension;

         (2)      any obligation relating to any increase in the amount of such
                  obligations;

         (3)      any claim for damages or restitution; and

         (4)      any claim as a result of any recovery by an Obligor of a
                  payment or discharge, or non-allowability, on the grounds of
                  preference,

                                 Schedule 3 - 44

<PAGE>

and any amounts that would be included in any of the above but for any
discharge, non-provability or unenforceability of those amounts in any
insolvency or other proceedings (including interest accruing after the
commencement of any insolvency or other proceedings).

         "SECURITY DOCUMENTS" means (1) the Initial Security Documents securing
the Secured Obligations, (2) any other pledge agreements, security agreements,
mortgages, deeds of trust and other agreements, instruments and documents
entered into from time to time by the Issuer or any Subsidiary of the Issuer
creating or granting any Guarantee, indemnity or Lien in favor of any of the
Secured Creditors or the Security Trustee, as trustee for the Secured Creditors,
as security for any of the Secured Obligations and (3) any other agreements,
instruments and documents executed and delivered pursuant to any of the
foregoing, in the case of each of clauses (1) through (3), as amended, modified,
restated or supplemented from time to time.

         "SECURITY TRUST AND INTERCREDITOR DEED" means the security trust and
intercreditor deed dated the Issue Date between the Issuer, the Security
Trustee, the Guarantors, the Trustee, the Junior Note Trustee, the New Bonding
Facility Security Trustee, the New Bonding Facility Banks, the Depositary, the
Paying Agent, the Registrar, the Intra-Group Creditors (as defined therein) and
the Intra-Group Borrowers (as defined therein) as amended, modified, restated or
supplemented from time to time.

         "SECURITY TRUSTEE" means The Law Debenture Trust Corporation p.l.c., as
security trustee under the Security Trust and Intercreditor Deed, and its
successors and assigns thereunder.

         "SENIOR NOTE INTEREST ACCRUAL PERIOD" means, in respect of each Senior
Note Interest Period, (1) if no Repayment Date has occurred during a Senior Note
Interest Period, such Senior Note Interest Period or (2) if one or more
Repayment Dates have occurred during such Senior Note Interest Period, each
successive period beginning on (and including) the first day of such Senior Note
Interest Period and ending on (but excluding) the next Repayment Date and
thereafter each period beginning on (and including) such Repayment Date and
ending on (but excluding) the next Repayment Date, or if none the next Senior
Note Interest Payment Date.

         "SENIOR NOTE INTEREST PAYMENT DATE" means each January 15, April 15,
July 15 and October 15, commencing July 15, 2003.

         "SENIOR NOTE INTEREST PERIOD" means each period beginning on (and
including) the Issue Date or any Senior Note Interest Payment Date and ending on
(but excluding) the next Senior Note Interest Payment Date.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Issuer if any of
the (a) unconsolidated Total Assets, (b) unconsolidated External Assets, (c)
unconsolidated External Sales, or (d) commencing on March 31, 2005,
unconsolidated EBITDA of such Subsidiary is greater than 5% of the (w) aggregate
of the unconsolidated Total Assets of the Issuer and each of its Subsidiaries,
or the (x) consolidated External Assets, (y) consolidated External Sales or (z)
Consolidated EBITDA, respectively, of the Issuer and its Subsidiaries, taken as
a whole (calculated in the manner specified in sub-clauses (2) through (6) of
clause (c) of Section 4.14 (Guarantor Coverage Requirements)). Solely for the
purposes of determining whether an Event of Default has occurred, or an
Insolvency Event has occurred under the Security Trust and Intercreditor Deed
(in each case other than with respect to the approval by stockholders of a
Subsidiary of the Issuer (other than a Guarantor or a Subsidiary of the Issuer
that is a Significant

                                 Schedule 3 - 45

<PAGE>

Subsidiary in its own right) of any plan or proposed plan for the solvent
liquidation or dissolution of such Subsidiary), "Significant Subsidiary" shall
include any Subsidiaries of the Issuer that would, in the aggregate,
collectively constitute a Significant Subsidiary.

         "SINGAPORE ESOP ESCROW AGREEMENT" means the escrow agreement dated
November 12, 2002 between the Issuer, Marconi plc, Metapath Software
International Limited, HSBC Bank plc, Barclays Bank PLC, Bedell Cristin Trustees
Limited and Allen & Overy.

         "STANDSTILL EVENT" means the occurrence of a Default under the Senior
Notes except as provided in clause (d) of Section 6.02 (Payment Blockage
Provisions).

         "STANDSTILL NOTICE" means a notice delivered by the Trustee pursuant to
clause (b) of Section 6.02 (Payment Blockage Provisions) hereof, to the Security
Trustee (with a copy to the Issuer, the Junior Note Trustee and the New Bonding
Facility Security Trustee) notifying the Security Trustee of a Standstill Event.

         "STANDSTILL PERIOD" means the period from the date of the issuance of a
Standstill Notice by the Trustee and ending on the earlier of:

         (1)      the expiration of a period of 179 days after the date of the
                  issuance of such Standstill Notice by the Trustee;

         (2)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Default under the Senior Notes in
                  respect of which that Standstill Notice was issued is no
                  longer continuing;

         (3)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Standstill Notice has been
                  cancelled by the Trustee acting on the instructions of the
                  Required Holders of at least a majority of the aggregate
                  principal amount of the then Outstanding Senior Notes; and

         (4)      the date on which the Trustee has confirmed in writing to the
                  Security Trustee (with a copy to the Issuer and the other
                  Secured Creditors) that the Secured Obligations under the
                  Senior Notes and this Indenture have been discharged in full
                  and there are no further liabilities under the Senior Notes or
                  this Indenture.

         "STATED MATURITY" means, with respect to the Senior Notes, the date on
which the payment of principal is scheduled to be paid.

         "STERLING EQUIVALENT" means, with respect to any monetary amount in a
currency other than British pounds sterling, at any time of determination
thereof, the amount of British pounds sterling obtained by translating the
amount of such foreign currency into British pounds sterling at the spot rate
for the purchase of British pounds sterling with the applicable foreign currency
as published in the Financial Times on the date that is two (2) London Business
Days prior to such determination.

         Except as set forth in Section 4.07 (Limitation on Indebtedness and
Preferred Stock), whenever it is necessary to determine (1) compliance with any
covenant that contains an amount

                                 Schedule 3 - 46

<PAGE>

expressed in British pounds sterling in this Indenture or (2) whether a Default
has occurred, and in either case an amount is expressed in a currency other than
British pounds sterling, such amount will be treated as the Sterling Equivalent
determined as of the date such amount is initially determined in such currency.

         "SUBORDINATED INDEBTEDNESS" means (1) with respect to the Issuer, any
Indebtedness that is expressly subordinated to the Senior Notes or the Junior
Notes and (2) with respect to any Guarantor, any Indebtedness of such Guarantor
that is expressly subordinated to such Guarantor's Guarantee of the Senior Notes
or Guarantee of the Junior Notes. For the avoidance of doubt, the Junior Notes
and any Guarantee of the Junior Notes shall not constitute Subordinated
Indebtedness.

         "SUBSIDIARY" means, with respect to any specified Person:

         (1)      any corporation, association or other business entity of which
                  more than 50% of the total voting power of its Capital Stock
                  entitled (without regard to the occurrence of any contingency)
                  to vote in the election of directors, managers or trustees of
                  the corporation, association or other business entity is at
                  the time owned or controlled, directly or indirectly, by that
                  Person or one or more of the other Subsidiaries of that Person
                  (or a combination thereof); and

         (2)      any partnership (a) the sole general partner or the managing
                  general partner of which is such Person or a Subsidiary of
                  such Person, or (b) the only general partners of which are
                  that Person or one or more Subsidiaries of that Person (or any
                  combination thereof).

         Unless otherwise specified herein, or the context otherwise requires, a
reference to a "Subsidiary" herein or in the Senior Notes is to a Subsidiary of
the Issuer.

         "TAX" and "TAXES" means any tax, duty, levy, impost, assessment or
other governmental charge of whatever nature (including penalties, interest and
other liabilities related thereto).

         "TAXING AUTHORITY" means any government or political sub-division or
territory or possession of any government or any authority or agency therein or
thereof having power to impose a Tax.

         "TOTAL ASSETS" means, with respect to any specified Person at any date,
the total gross assets of such Person on such date in accordance with Floating
UK GAAP.

         "TRANSACTION SECURITY" means all assets, properties and rights of the
Issuer and its Subsidiaries that are subject to Liens pursuant to the terms and
provisions of the Security Documents in order to secure the Secured Obligations.

         "TRUST INDENTURE ACT" means the United States Trust Indenture Act of
1939, as amended and as in force at the date as of which this instrument was
executed; provided however, that in the event the US Trust Indenture Act of 1939
is amended after such date, "Trust Indenture Act" means, to the extent required
by any such amendment, the US Trust Indenture Act of 1939 as so amended.

                                 Schedule 3 - 47

<PAGE>

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean the Person who is then the Trustee hereunder, and if at any
time there is more than one such Person, "Trustee" shall mean and include each
such Person.

         "TRUSTEE ACTS" means the Trustee Act 1925 and the Trustee Act 2000 of
England and Wales.

         "UK IP OPCOS" means all Non-US Subsidiaries organized or incorporated
in the United Kingdom having legal and beneficial ownership of Patents.

         "UK IPR CO" means Marconi UK Intellectual Property Limited, a
Wholly-Owned Subsidiary of Marconi Communications Limited that is incorporated
under the laws of England and Wales, that is a Non-US Subsidiary and to which
all legal and beneficial ownership of Patents owned by UK IP Opcos are
transferred on or prior to the Issue Date.

         "UNITED STATES DOLLAR", "US$" or "$" or any similar reference means the
coin or currency of the United States of America as at the time of payment is
legal tender for the payment of public and private debts.

         "US CORE BUSINESS SALE" means any direct or indirect sale, assignment,
conveyance, lease or other disposition of all or substantially all of the Equity
Interests, properties or assets of one or more of the US Core Businesses or one
or more of the US Core Business Subsidiaries, or any consolidation, merger,
sale, assignment, transfer, lease or other disposition of or involving one or
more of the US Core Businesses or one or more of the US Core Business
Subsidiaries or any of their respective Equity Interests, properties or assets.

         "US CORE BUSINESS SUBSIDIARY" means a US Subsidiary that is a direct or
indirect Wholly-Owned Subsidiary of the Issuer and designated as a holder of a
US Core Business by the Issuer by notice to the Trustee.

         "US CORE BUSINESSES" means the assets and liabilities of each of:

         (1)      the Outside Plant and Power Business;

         (2)      the North American Access Business; and

         (3)      the BBRS Business.

         "US EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

         "US GAAP" means generally accepted accounting principles in the United
States, consistently applied, and as in effect from time to time.

         "US GUARANTOR" means each of:

         (1)      Marconi Communications, Inc.

                  Marconi Networks Worldwide, Inc.
                  Marconi Communications Technology, Inc.

                                 Schedule 3 - 48

<PAGE>

                  Marconi Communications Federal, Inc.
                  Marconi Acquisition Corp.
                  Marconi Intellectual Property (Ringfence) Inc.
                  Marconi Communications Limited, a private limited company
                  incorporated under the laws of the Republic of Ireland
                  Marconi Communications Optical Networks Limited
                  Marconi Communications, S.A. de C.V.
                  Marconi Communications de Mexico, S.A. de C.V.
                  Marconi Communications Exportel, S.A. de C.V.
                  Administrativa Marconi Communications, S.A. de C.V.
                  Marconi Communications B.V.; and
                  Marconi Communications GmbH, a private company incorporated
                  under the laws of Switzerland;

         (2)      any other US Subsidiary that executes a Guarantee of the
                  Senior Notes pursuant to this Indenture; and

         (3)      each of their respective successors and assigns.

         "US IP OPCOS" means all Subsidiaries of the Issuer organized or
incorporated under the laws of the United States, any state thereof or the
District of Columbia having legal and beneficial ownership of Patents.

         "US IPR CO" means Marconi Intellectual Property (US) Inc., a
Wholly-Owned Subsidiary of Marconi Inc. that is incorporated under the laws of
the State of Delaware, United States of America, that is a Non-US Subsidiary and
to which all legal and beneficial ownership of Patents (other than any Patents
transferred to Ringfenced IPR Co) owned by any US IP Opco are transferred on or
prior to the Issue Date.

         "US PARENT" means either (1) Marconi Communications Inc. or (2) a
Wholly-Owned Subsidiary of the Issuer which: (a) is incorporated after the Issue
Date; (b) becomes a US Guarantor; and (c) acquires the Equity Interests in
Marconi Communications Inc.

         "US SUBSIDIARY" means each of the US Parent and each of its
Subsidiaries, provided that they constitute a Subsidiary of the Issuer.

         "US WORKING CAPITAL FACILITY" means the US$22.5 million working capital
facility entered into on March 26, 2003, among Marconi Communications, Inc. and
Liberty Funding, LLC providing for revolving credit or working capital loans, as
such agreement, in whole or in part, may be amended, renewed, extended,
substituted, refinanced, restructured, replaced, supplemented or otherwise
modified from time to time (including, without limitation, any successive
amendments, renewals, extensions, substitutions, refinancings, restructurings,
replacements, supplements or other modifications of the foregoing in whole or in
part whether by the same or a different borrower or borrowers and/or lender or
group of lenders), which facility or facilities either is secured solely by a
Lien on the Pittsburgh Facility and related assets and rights or is unsecured.

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

                                 Schedule 3 - 49

<PAGE>

         "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

         (1)      the sum of the products obtained by multiplying (a) the amount
                  of each then remaining installment, sinking fund, serial
                  maturity or other required payments of principal, including
                  payment at final maturity, in respect of the Indebtedness, by
                  (b) the number of years (calculated to the nearest
                  one-twelfth) that will elapse between such date and the making
                  of such payment; by

         (2)      the then outstanding principal amount of such Indebtedness.

         "WHOLLY-OWNED SUBSIDIARY" of any specified Person means a Subsidiary of
such Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) are at the time owned by such
Person or by one or more Wholly-Owned Subsidiaries of such Person.

                                 Schedule 3 - 50

<PAGE>

OTHER DEFINITIONS

<TABLE>
<CAPTION>
                                                                                     Defined in the
                                                                                       Senior Note
Term                                                                              Indenture in Section
<S>                                                                               <C>
"Affiliate Transaction".......................................................            4.11
"Deferred Interest"...........................................................            2.09
"Dispute".....................................................................           13.09
"Executive Officer"...........................................................            4.20
"Guarantor Certification Date"................................................            4.14
"Guarantor Test Dates"........................................................            4.14
"Initial Guarantors"..........................................................          Recitals
"Interim Test Date"...........................................................            4.14
"LSE".........................................................................            4.25
"MD&A"........................................................................            4.20
"New Security"................................................................            4.15
"Non-US Restricted Payments"..................................................            4.04
"Note Trustee Fee Letter".....................................................            7.07
"Parallel Obligations ".......................................................           13.20
"Pay the Junior Notes"........................................................            6.02
"Payment Default".............................................................            6.01
"PBGC Agreement"..............................................................            1.01
"Principal Obligations".......................................................           13.20
"Proceedings".................................................................           13.11
"Register"....................................................................            2.06
"Relevant Taxing Jurisdiction"................................................            4.37
"Restricted Payments".........................................................            4.04
"retiring Trustee"............................................................            7.10
"Semi-Annual Test Date".......................................................            4.14
"Special Record Date".........................................................            2.09
"Taxing Jurisdiction".........................................................            3.09
"US Restricted Payments"......................................................            4.04
</TABLE>

                                 Schedule 3 - 51

<PAGE>

INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT

         The following Trust Indenture Act terms have the following meanings:

         (1)      "Commission" means the SEC;

         (2)      "indenture securities" means the Senior Notes and the
                  Guarantee of the Senior Notes;

         (3)      "indenture security holder" means a Holder;

         (4)      "indenture to be qualified" means this Indenture;

         (5)      "indenture trustee" or "institutional Trustee" means the
                  Trustee; and

         (6)      "obligor" on the indenture securities means the Issuer, the
                  Guarantors and any other obligor on the indenture securities.

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

RULES OF CONSTRUCTION

         Unless the context otherwise requires:

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

         (2)      all references in this Schedule 3 to Articles, Sections,
                  Exhibits or Schedules refer to Articles or Sections of, or
                  Exhibits or Schedules to, the Senior Note Indenture, and all
                  references in this Schedule 3 to "this Indenture" refer to the
                  Senior Note Indenture, unless otherwise indicated;

         (3)      an accounting term not otherwise defined has the meaning
                  assigned to it in accordance with Floating UK GAAP,
                  consistently applied;

         (4)      "or" is not exclusive;

         (5)      "including" means including without limitation;

         (6)      words in the singular include the plural and words in the
                  plural include the singular;

         (7)      unsecured Indebtedness shall not be deemed to be subordinate
                  or junior to secured Indebtedness merely by virtue of its
                  nature as unsecured Indebtedness; and

         (8)      the principal amount of any Preferred Stock shall be (a) the
                  maximum liquidation value of such Preferred Stock or (b) the
                  maximum mandatory redemption or mandatory repurchase price
                  with respect to such Preferred Stock, whichever is greater.

                                 Schedule 3 - 52
<PAGE>

                                   SCHEDULE 1
                               INITIAL GUARANTORS

Marconi Communications, Inc.

Marconi Networks Worldwide, Inc.

Marconi Communications Technology, Inc.

Marconi Communications Federal, Inc.

Marconi Acquisition Corp.

Marconi Intellectual Property (Ringfence) Inc.

Marconi Communications Limited, a private limited company incorporated under the
laws of the Republic of Ireland

Marconi Communications Optical Networks Limited

Marconi Communications, S.A. de C.V.

Marconi Communications de Mexico, S.A. de C.V.

Marconi Communications Exportel, S.A. de C.V.

Administrativa Marconi Communications, S.A. de C.V.

Marconi Communications B.V.

Marconi Communications GmbH, a private company incorporated under the laws of
Switzerland

Metapath Software International Limited

Mobile Systems International Holdings Limited

GPT Special Project Management Limited

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales

Marconi Communications International Limited

Marconi Communications China Limited

Marconi Communications International Investments Limited

Marconi Communications International Holdings Limited

Marconi Communications Investments Limited

Marconi Communications Holdings Limited

Marconi (Bruton Street) Limited

                                  Schedule 1-1

<PAGE>

Marconi (DGP1) Limited

Marconi (DGP2) Limited

Marconi Bonding Limited

Marconi Optical Components Limited

Associated Electrical Industries Limited

English Electric Company Ltd

Marconi (Elliott Automation) Limited

Elliott-Automation Holdings Limited

Marconi Aerospace Unlimited

Marconi UK Intellectual Property Limited

Marconi (NCP) Limited

Highrose Limited

Marconi Inc.

Marconi Holdings, LLC

Marconi Communications North America Inc.

FS Holdings Corp.

FS Finance Corp.

Marconi Software International, Inc.

Metapath Software International (US), Inc.

Metapath Software International, Inc.

Marconi Intellectual Property (US) Inc.

Marconi Communications Holdings GmbH

Marconi Communications GmbH, a private company incorporated under the laws of
the Federal Republic of Germany

Marconi Communications Real Estate GmbH

Marconi Holdings S.p.A.

Marconi Communications S.p.A.

Marconi Australia Holdings Pty Limited

Marconi Australia Pty Limited

                                  Schedule 1-2

<PAGE>

Marconi Communications Asia Limited

G.E.C. (Hong Kong) Limited

Bruton Street Overseas Investments Limited

Regents Place, Inc.

                                  Schedule 1-3

<PAGE>

                                   SCHEDULE 2
                           INITIAL SECURITY DOCUMENTS

(A)      Australian Security Documents

         (1)      the fixed and floating charge to be entered into by Marconi
                  Australia Pty Limited in favour of the Security Trustee with
                  respect to assets of Marconi Australia Pty Limited located in
                  New South Wales, Victoria, Tasmania, South Australia,
                  Queensland and Western Australia;

         (2)      the fixed and floating charge to be entered into by Marconi
                  Australia Pty Limited in favour of the Security Trustee with
                  respect to assets of Marconi Australia Pty located in the
                  Australian Capital Territory, the Northern Territory and
                  outside Australia;

         (3)      the fixed and floating charge to be entered into by Marconi
                  Australia Holdings Pty Limited in favour of the Security
                  Trustee with respect to assets of Marconi Australia Holdings
                  Pty Limited located in New South Wales, Victoria, Tasmania,
                  South Australia, Queensland and Western Australia;

         (4)      the fixed and floating charge to be entered into by Marconi
                  Australia Holdings Pty Limited in favour of the Security
                  Trustee with respect to assets of Marconi Australia Holdings
                  Pty Limited located in the Australian Capital Territory, the
                  Northern Territory and outside Australia;

         (5)      the share mortgage relating to shares in Marconi Australia
                  Holdings Pty Limited between Associated Electrical Industries
                  Limited, as Mortgagor, and the Security Trustee, as Mortgagee;

         (6)      the Australian assets fixed and floating charge between the
                  English Obligors and the Security Trustee;

(B)      Brazilian Security Documents

         (7)      the quota pledge agreement between Marconi Communications
                  International Holdings Ltd as the pledgor, Marconi
                  Communications do Brasil Ltda. as quotaholder, Marconi
                  Communications Telemulti Ltda., and the Security Trustee, the
                  Senior Note Trustee, the Junior Note Trustee, the New Bonding
                  Facility Agent, the New Bonding Facility Banks, the
                  Depositary, the Paying Agent and the Registrar as pledgee in
                  respect of the Pledgor's shareholding in Marconi
                  Communications Telemulti Ltda.;

(C)      Dutch Security Document

         (8)      the notarial deed of pledge of shares between Marconi
                  Communications, Inc., as pledgor, and the Security Trustee as
                  pledgee relating to shares in Marconi Communications B.V.;

(D)      English Security Documents

         (9)      the composite debenture between the English Obligors and the
                  Security Trustee;

                                  Schedule 2-1

<PAGE>

         (10)     the security over shares agreement relating to shares in
                  Mobile Systems International Holdings Limited between Metapath
                  Software International Inc and the Security Trustee

(E)      German Security Documents

         (11)     the share pledge agreement relating to shares in Marconi
                  Communications Real Estate GmbH between Marconi Communications
                  Holdings GmbH, as pledgor and the Security Trustee, as
                  pledgee;

         (12)     the share pledge agreement relating to shares in Marconi
                  Communications GmbH between Marconi Communications Holdings
                  GmbH, as pledgor and the Security Trustee, as pledgee;

         (13)     the share pledge agreement relating to shares in Marconi
                  Communications Holdings GmbH between Marconi Communications
                  International Holdings Ltd., as pledgor and the Security
                  Trustee, as pledgee;

         (14)     the share pledge agreement relating to shares in Marconi
                  Communications ONDATA GmbH between Marconi Communications
                  Holdings GmbH, as pledgor and the Security Trustee, as
                  pledgee;

         (15)     the share pledge agreement relating to shares in Marconi
                  Communications Software Systems Verwaltungsgesellschaft GmbH
                  between Marconi Communications GmbH, as pledgor and the
                  Security Trustee, as pledgee;

         (16)     the account pledge agreement (Kontoverpfandung) between
                  Marconi Communications Real Estate GmbH, as pledgor and the
                  Security Trustee, as pledgee;

         (17)     the account pledge agreement (Kontoverpfandung) between
                  Marconi Communications Holdings GmbH, as pledgor and the
                  Security Trustee, as pledgee;

         (18)     the account pledge agreement (Kontoverpfandung) between
                  Marconi Communications GmbH, as pledgor and the Security
                  Trustee, as pledgee;

         (19)     the limited partner's interest pledge agreement relating to
                  the interest in Marconi Communications Software Systems GmbH &
                  Co. KG between Marconi Communications GmbH as pledgor and the
                  Security Trustee, as pledgee;

         (20)     the security transfer agreement (Sicherungsubereignung)
                  regarding fixed and current assets between Marconi
                  Communications GmbH as transferor and the Security Trustee, as
                  transferee;

         (21)     the global assignment agreement (Global abtretung) between
                  Marconi Communications GmbH, as assignor, and the Security
                  Trustee, as assignee relating to all receivables and insurance
                  contracts;

                                  Schedule 2-2

<PAGE>

         (22)     the security transfer and assignment agreement
                  (Sicherungsubereignung und-abtretung) regarding intellectual
                  property rights between Marconi Communications GmbH, as
                  transferor, and the Security Trustee, as transferee;

         (23)     the shareholder loan assignment agreement between Marconi
                  Communications Holdings GmbH and the Security Trustee relating
                  to any shareholder loans exceeding L20,000,000;

         (24)     the shareholder loan assignment agreement between Marconi
                  Communications GmbH and the Security Trustee relating to any
                  shareholder loans exceeding L20,000,000;

         (25)     the shareholder loan assignment agreement between Marconi
                  Communications Real Estate GmbH and the Security Trustee
                  relating to any shareholder loans exceeding L20,000,000;

(F)      Guernsey Security Document

         (26)     security interest agreement relating to shares in Bruton
                  Street Overseas Investments Limited between FS Finance
                  Corporation and the Security Trustee.

(G)      Hong Kong Security Documents

         (27)     debenture between Marconi Communications Asia Limited and the
                  Security Trustee;

         (28)     debenture between G.E.C. (Hong Kong) Limited and the Security
                  Trustee;

         (29)     the shares charge between Marconi Communications International
                  Holdings Limited, as chargor, and the Security Trustee,
                  relating to shares in Marconi Communications Asia Limited;

         (30)     the shares charge between Marconi Corporation Plc, as chargor,
                  and the Security Trustee, relating to shares in G.E.C. (Hong
                  Kong) Limited;

(H)      Irish Security Documents

         (31)     the composite mortgage debenture to be entered into by Marconi
                  Communications Limited and Marconi Communications Optical
                  Networks Limited in favour of the Security Trustee;

         (32)     the Memorandum of Deposit of Shares as Security to be executed
                  by Marconi Communications Inc. in respect of its shareholding
                  in Marconi Communications Optical Networks Limited;

         (33)     the Memorandum of Deposit of Shares as Security to be executed
                  by Marconi Networks Worldwide, Inc in respect of its
                  shareholding in Marconi Communications Optical Networks
                  Limited;

         (34)     the Memorandum of Deposit of Shares as Security to be executed
                  by Marconi Communications GmbH in respect of its shareholding
                  in Marconi Communications Limited;

                                  Schedule 2-3

<PAGE>

(I)      Italian Security Documents

         (35)     pledge over shares of Marconi Communications S.p.A. between
                  Marconi Holdings S.p.A., as pledgor and the Security Trustee
                  as pledgee;

         (36)     pledge over shares of Marconi Holdings S.p.A. between Marconi
                  (Bruton Street) Limited as pledgor and the Security Trustee as
                  pledgee;

         (37)     pledge over shares of Marconi Mobile Access S.p.A., between
                  Marconi Holdings S.p.A., as pledgor and the Security Trustee,
                  as pledgee;

         (38)     pledge over shares of Marconi International S.p.A., between
                  Marconi Communications S.p.A. and Marconi Sud S.p.A., as
                  pledgors and the Security Trustee, as pledgee;

         (39)     pledge over shares of Marconi Sud S.p.A., between Marconi
                  Communication S.p.A., as pledgor and the Security Trustee, as
                  pledgee;

         (40)     undertaking for the creation of a pledge over the future
                  claims of Marconi Holdings S.p.A. between Marconi Holdings
                  S.p.A., as pledgor and the Security Trustee, as pledgee;

         (41)     the pledge over claims of Marconi Sud S.p.A. between Marconi
                  Sud S.p.A., as pledgor and the Security Trustee, as pledgee;

         (42)     the pledge over claims of Marconi Communications S.p.A.
                  between Marconi Communications S.p.A., as pledgor and the
                  Security Trustee, as pledgee;

         (43)     the pledge over the bank accounts of Marconi Communications
                  S.p.A. between Marconi Communications S.p.A., as pledgor and
                  the Security Trustee, as pledgee;

         (44)     the pledge over the bank accounts of Marconi Holdings S.p.A.
                  between Marconi Holdings S.p.A., as pledgor and the Security
                  Trustee, as pledgee;

         (45)     the pledge over the bank accounts of Marconi Sud S.p.A.
                  between Marconi Sud S.p.A., as pledgor and the Security
                  Trustee, as pledgee;

         (46)     the mortgage over real property located in Marcianise
                  (Caserta) granted by Marconi Sud S.p.A. in favour, inter
                  alios, of the Holders;

         (47)     the mortgage over real property located in Genova granted by
                  Marconi Communications S.p.A. in favour, inter alios, of the
                  Holders;

(J)      Mexican Security Document

         (48)     the share pledge agreement between Marconi Communications
                  Inc., Marconi Communications, S.A. de C.V. and Marconi
                  Networks Worldwide, Inc. as pledgors, and the Security Trustee
                  relating to shares in each of Marconi Communications, S.A. de
                  C.V., Marconi Communications de Mexico, S.A. de C.V., Marconi
                  Communications Exportel, S.A. de C.V. and Administrativa
                  Marconi Communications, S.A. de C.V.;

                                  Schedule 2-4

<PAGE>

(K)      Swiss Security Document

         (49)     the share pledge agreement between Marconi Communications
                  B.V., as the pledgor, and the Security Trustee as pledgee
                  relating to shares in Marconi Communications GmbH;

(L)      U.S. Security Documents

         The companies referred to below are Delaware corporations unless
         otherwise indicated:

         (50)     the share pledge agreement relating to shares in Marconi
                  Communications, Inc. between FS Holdings Corp. as pledgor and
                  the Security Trustee as pledgee;

         (51)     share pledge agreement between Marconi Communications, Inc. as
                  pledgor and the Security Trustee as pledgee, relating to the
                  shares in:

                  Marconi Communications Technology, Inc.;
                  Marconi Communications Federal, Inc.;
                  Marconi Acquisition Corp.;
                  Marconi Communications, C.A., Inc.;
                  Gnome, Inc.;
                  Nemesys Holding Company;
                  ALANTEC International, Inc. (California);
                  Custom Telecom Contractors, Inc. (Missouri);
                  Marconi Networks Worldwide, Inc.;
                  Marconi Intellectual Property (Ringfence) Inc;
                  Sphere Communications, Inc.; and

                  Inviscid Networks, Inc.

         (52)     security agreement to be entered into by Marconi Intellectual
                  Property (Ringfence) Inc.;

         (53)     Indemnity Leasehold Deed to Secure Debt, Assignment of Leases
                  and Rents, Security Agreement, Financing Statement and Fixture
                  Filing over Property located at 104 Wiley Road, LaGrange,
                  Georgia 30240 between the Corporation and the Security Trustee
                  effective as of the 19th of May, 2003, together with two UCC
                  fixture filings relating thereto;

         (54)     Leasehold Mortgage, Assignment of Leases and Rents, Security
                  Agreement, Financing Statement and Fixture Filing over 4350
                  Weaver Parkway, Warrenville, Illinois 60555 between the
                  Corporation and the Security Trustee effective as of the 19th
                  of May, 2003, together with two UCC fixture filings relating
                  thereto;

         (55)     Deed of Trust, Assignment of Leases, Security Agreement,
                  Financing Statement and Fixture Filing over property located
                  at 956 North Broadway Extended, Greenville, Mississippi 38702
                  between the Corporation and the Security effective as of the
                  19th of May, 2003, together with a UCC fixture filing relating
                  thereto;

                                  Schedule 2-5

<PAGE>

         (56)     Assignment of Rents related to the property located at 956
                  North Broadway Extended, Greenville, Mississippi 38702 between
                  the Corporation and the Security Trustee effective as of the
                  19th of May, 2003;

         (57)     Deed of Trust, Assignment of Leases and Rents, Security
                  Agreement, Financing Statement and Fixture Filing over
                  property located at Evergood, 32 S Welcome Center Blvd,
                  Welcome, North Carolina 27374 between the Corporation and the
                  Security Trustee effective as of the 19th of May, 2003,
                  together with a UCC fixture filing relating thereto;

         (58)     Open-End Mortgage (Leasehold), Assignment of Leases and Rents,
                  Security Agreement, Financing Statement and Fixture Filingover
                  property located at Taylor Woods Industrial Park, Phase 3,
                  North Ridgeville, Ohio 44039 between the Corporation and the
                  Security Trustee effective as of the 19th of May, 2003,
                  together with a UCC fixture filing relating thereto;

         (59)     Second Open-End Mortgage, Assignment of Leases and Rents and
                  Security Agreement over property located at 1000 Marconi
                  Drive, Warrendale, Pennsylvania 15086 between the Corporation
                  and the Security Trustee effective as of the 19th of May,
                  2003, together with a UCC fixture filing relating thereto;

         (60)     Deed of Trust, Assignment of Leases, Security Agreement,
                  Financing Statement and Fixture Filing over property located
                  at 8065 Freeport Parkway, Irving, Texas 75080 between the
                  Corporation and the Security Trustee effective as of the 19th
                  of May, 2003, together with a UCC fixture filing relating
                  thereto;

         (61)     Assignment of Rents related to the property located at 8065
                  Freeport Parkway, Irving, Texas between the Corporation and
                  the Security Trustee effective as of the 19th of May, 2003;

         (62)     the security agreement between Marconi Communications, Inc. as
                  grantor and the Security Trustee, as secured party (general
                  security agreement under UCC Article 9);

         (63)     the security agreement between Marconi Networks Worldwide,
                  Inc., as grantor and the Security Trustee, as secured party
                  (general security agreement under UCC Article 9);

         (64)     the security agreement between Marconi Communications
                  Technology, Inc., as grantor and the Security Trustee, as
                  secured party (general security agreement under UCC Article
                  9);

         (65)     the security agreement between Marconi Communications Federal,
                  Inc., as grantor and the Security Trustee, as secured party
                  (general security agreement under UCC Article 9);

         (66)     the security agreement between Marconi Acquisition Corp., as
                  grantor and the Security Trustee, as secured party (general
                  security agreement under UCC Article 9);

                                  Schedule 2-6

<PAGE>

         (67)     the share pledge agreement relating to shares in Marconi Inc.
                  between Regents Place, Inc. as pledgor and the Security
                  Trustee as pledgee;

         (68)     the share pledge agreement relating to shares in Marconi
                  Online Systems Inc., between Marconi Holdings, LLC as pledgor
                  and the Security Trustee as pledgee;

         (69)     the share pledge agreement relating to membership interest in
                  Marconi Holdings, LLC, between Marconi Communications North
                  America Inc. as pledgor and the Security Trustee as pledgee;

         (70)     the share pledge agreement between Marconi Inc. as pledgor and
                  the Security Trustee as pledgee relating to shares in the
                  following companies:

                  Marconi HCIS Inc.;
                  Marconi Systems Inc.;
                  Marconi Capital Inc.;
                  Marconi Electronic Systems Holdings Inc.;
                  Greensboro Associates Inc.;
                  Refac Marketing Services Inc. (Pennsylvania);
                  LMF Holdings Incorporated;
                  Marconi Communications Radio Systems Inc.;
                  NI Holdings Incorporated;
                  Marconi Communications North America Inc.;
                  Marconi Intellectual Property (US) Inc.; and
                  Thrucomm, Inc.

         (71)     the share pledge agreement relating to shares in FS Holdings
                  Corp. between FS Finance Corp. as pledgor and the Security
                  Trustee as pledgee;

         (72)     the share pledge agreement relating to shares in Marconi
                  Software International, Inc., between Marconi Corporation plc
                  as pledgor and the Security Trustee as pledgee;

         (73)     the share pledge agreement relating to shares in Metapath
                  Software International (US), Inc. between Metapath Software
                  International, Inc. as pledgor and the Security Trustee as
                  pledgee;

         (74)     the share pledge agreement relating to shares in Metapath
                  Software International, Inc. between Marconi Software
                  International, Inc. as pledgor and the Security Trustee as
                  pledgee;

         (75)     the share pledge agreement relating to shares in FS Finance
                  Corp. between Marconi Communications North America Inc. as
                  pledgor and the Security Trustee as pledgee;

         (76)     the security agreement between FS Holdings Corp., as pledgor,
                  and the Security Trustee as secured party (general security
                  agreement under UCC Article 9);

                                  Schedule 2-7

<PAGE>

         (77)     the security agreement between Marconi Inc., as pledgor, and
                  the Security Trustee as secured party (general security
                  agreement under UCC Article 9);

         (78)     the security agreement between Marconi Holdings, LLC, as
                  pledgor, and the Security Trustee as secured party (general
                  security agreement under UCC Article 9);

         (79)     the security agreement between Marconi Communications North
                  America Inc., as pledgor, and the Security Trustee as secured
                  party (general security agreement under UCC Article 9);

         (80)     the security agreement between FS Finance Corp., as pledgor,
                  and the Security Trustee as secured party (general security
                  agreement under UCC Article 9);

         (81)     the security agreement between Marconi Software International,
                  Inc., as pledgor, and the Security Trustee as secured party
                  (general security agreement under UCC Article 9);

         (82)     the security agreement between Metapath Software International
                  (US), Inc., as pledgor, and the Security Trustee as secured
                  party (general security agreement under UCC Article 9);

         (83)     the security agreement between Metapath Software
                  International, Inc., as pledgor, and the Security Trustee as
                  secured party (general security agreement under UCC Article
                  9);

         (84)     security agreement to be entered into by Marconi Intellectual
                  Property (US) Inc., as pledgor, and the Security Trustee, as
                  secured party;

         (85)     the share pledge agreement between Bruton Street Overseas
                  Investment Limited, as pledgor, and the Security Trustee, as
                  pledgee, relating to share in FS Holdings Corp.;

         (86)     the security agreement between Regents Place, Inc., as
                  pledgor, and the Security trustee, as secured party; and

         (87)     the share pledge agreement between Marconi (DGP1) Limited,
                  Marconi (DGP2) Limited and the Security Trustee, relating to
                  shares in Regents Place, Inc.

For the purposes of this Schedule 2, "English Obligors" means each of the
following:

Metapath Software International Limited;

Mobile Systems International Holdings Limited;

GPT Special Project Management Limited;

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales;

Marconi Communications International Limited;

                                  Schedule 2-8

<PAGE>

Marconi Communications China Limited;

Marconi Communications International Investments Limited;

Marconi Communications International Holdings Limited;

Marconi Communications Investments Limited;

Marconi Communications Holdings Limited;

Marconi (Bruton Street) Limited;

Marconi (DGP1) Limited;

Marconi (DGP2) Limited;

Marconi Corporation plc;

Marconi Bonding Limited;

Marconi Optical Components Limited;

Associated Electrical Industries Limited;

Highrose Limited;

Marconi (Elliott Automation) Limited;

Elliott Automation Holdings Limited;

English Electric Company Limited;

Marconi Aerospace Unlimited;

Marconi (NCP) Limited; and

Marconi UK Intellectual Property Limited.

                                  Schedule 2-9

<PAGE>

                                   SCHEDULE 3
           EXISTING INDEBTEDNESS INCURRED AFTER THE SCHEME LAUNCH DATE

                                      none

                                  Schedule 3-1

<PAGE>

                                   SCHEDULE 4
   PERMITTED INVESTMENTS - CONTRACTUAL COMMITMENTS IN EFFECT ON THE ISSUE DATE

                                      none

                                  Schedule 4-1

<PAGE>

                                   SCHEDULE 5
               PERMITTED LIENS - LIENS EXISTING ON THE ISSUE DATE

(1)      Liens created pursuant to the representations and warranties escrow
         agreement dated May 6, 2003 between Lucent Technologies Inc. and
         Marconi Communications Federal, Inc. in relation to a US$400,000 escrow
         arrangement.

(2)      Liens crated pursuant to an agreement for the provision of cash
         collateral dated April 1, 2003 between Marconi Communications South
         Africa (Pty) Limited and First National Bank in relation to a bid bond
         for Ethiopia Telecommunications Corp.

(3)      Liens in relation to a euro 2,300 surety bond issued by Sun Insurance
         on behalf of Marconi Communications SpA.

                                  Schedule 5-1

<PAGE>

                                   SCHEDULE 6
                         CERTAIN AFFILIATE TRANSACTIONS

         Payments in respect of the guarantees given by Marconi Communications
Limited to JABIL Circuit, Inc. in respect of the obligations of Marconi
Communications Inc. under a manufacturing agreement dated June 13, 2001 between
Marconi Communications Limited, Marconi Communications S.p.A. Marconi
Communications Inc., Marconi Communications GmbH and Marconi Sud S.p.A. and an
agreement for repair services dated June 13, 2001 between Marconi Communications
Limited, Marconi Communications S.p.A., Marconi Communications Inc., Marconi
Communications GmbH and Marconi Sud S.p.A.

                                  Schedule 6-1

<PAGE>

                                   SCHEDULE 7
                            FORM OF DEPOSIT AGREEMENT

                                  Schedule 7-1
<PAGE>

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP
C H A N C E

                                                                  EXECUTION COPY

                             MARCONI CORPORATION plc
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK
                                  as Depositary

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

                                DEPOSIT AGREEMENT

                            Dated as of May 19, 2003

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

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                 PAGE
<S>                                                                                                     <C>
                                   ARTICLE 1.

                     DEFINITIONS AND OTHER GENERAL PROVISIONS

SECTION 1.1          DEFINITIONS......................................................................     1

SECTION 1.2          RULES OF CONSTRUCTION............................................................     4

                                   ARTICLE 2.

                              BOOK-ENTRY INTERESTS

SECTION 2.1          DEPOSIT OF THE GLOBAL NOTES; ISSUANCE OF CDIS....................................     4

SECTION 2.2          BOOK-ENTRY SYSTEM................................................................     5

SECTION 2.3          TRANSFER OF CDIS.................................................................     5

SECTION 2.4          TRANSFER OF THE GLOBAL NOTES.....................................................     5

SECTION 2.5          PAYMENT IN RESPECT OF A CDI AND GLOBAL NOTE......................................     6

SECTION 2.6          REDEMPTION OF NOTES AND BOOK-ENTRY INTERESTS; JUNIOR PIK NOTES...................     7

SECTION 2.7          RECORD DATE......................................................................     7

SECTION 2.8          ACTION IN RESPECT OF A CDI.......................................................     8

SECTION 2.9          REPORTS..........................................................................     9

SECTION 2.10         ADDITIONAL AMOUNTS...............................................................     9

                                   ARTICLE 3.

                                 THE DEPOSITARY

SECTION 3.1          CERTAIN DUTIES AND RESPONSIBILITY................................................     9

SECTION 3.2          NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF NOTES................................     9

SECTION 3.3          MONEY HELD IN TRUST..............................................................    10

SECTION 3.4          COMPENSATION AND REIMBURSEMENT...................................................    10

SECTION 3.5          DEPOSITARY REQUIRED; ELIGIBILITY.................................................    11

SECTION 3.6          RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................................    11

SECTION 3.7          ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................    12

SECTION 3.8          MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................    13

SECTION 3.9          MAY HOLD SECURITIES; OTHER DEALINGS..............................................    13

SECTION 3.10         NOTICE OF DEFAULT................................................................    14

                                   ARTICLE 4.

                            MISCELLANEOUS PROVISIONS

SECTION 4.1          NOTICES TO DEPOSITARY OR ISSUER..................................................    14

SECTION 4.2          NOTICE TO CLEARING SYSTEMS AND OWNERS; WAIVER....................................    14

SECTION 4.3          COMPLIANCE OBLIGATIONS OF THE ISSUER.............................................    15

SECTION 4.4          EFFECT OF HEADING AND TABLE OF CONTENTS..........................................    15
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                     <C>
SECTION 4.5          SUCCESSORS AND ASSIGNS...........................................................    15

SECTION 4.6          SEPARABILITY CLAUSE..............................................................    15

SECTION 4.7          BENEFITS OF AGREEMENT............................................................    15

SECTION 4.8          GOVERNING LAW....................................................................    15

SECTION 4.9          JURISDICTION.....................................................................    15

SECTION 4.10         COUNTERPARTS.....................................................................    16

SECTION 4.11         INSPECTION OF AGREEMENT..........................................................    16

SECTION 4.12         SATISFACTION AND DISCHARGE.......................................................    16

SECTION 4.13         AMENDMENTS.......................................................................    16

SECTION 4.14         DEPOSITARY TO EXECUTE AMENDMENTS.................................................    17

EXHIBIT A............................................................................................    A-1

EXHIBIT B............................................................................................    B-1
</TABLE>

                                       ii

<PAGE>

                                DEPOSIT AGREEMENT

         THIS DEPOSIT AGREEMENT (this "Agreement") is made as of May 19, 2003 by
and between Marconi Corporation plc, a public limited company incorporated under
the laws of England and Wales (the "Issuer"), and The Bank of New York, a New
York banking corporation, as depositary (the "Depositary").

                    DEFINITIONS AND OTHER GENERAL PROVISIONS

         Section 1.1 Definitions.

         The following terms, as used herein, have the following meanings:

         "Additional Amounts", when used with respect to the Senior Notes, shall
have the meaning ascribed to it in Section 4.37 of the Senior Note Indenture,
and when used with respect to the Junior Notes, shall have the meaning ascribed
to it in Section 4.36 of the Junior Note Indenture.

         "Beneficial Owner" means, with respect to any CDI, any Person owning
any beneficial interest in such CDI but who is not the holder of such CDI and
may include any "Direct Participant" (as hereinafter defined); it being
understood that the term "Beneficial Owner" shall not include any agent or
financial intermediary holding an interest in such CDI solely to the extent such
interest is held for or on behalf of any Beneficial Owner.

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

         "Board of Directors" means the board of directors or other equivalent
body (or any duly authorized committee thereof) of the Issuer.

         "Book-Entry Interests" means, with respect to any Tranche of Notes, an
interest or interests in any CDI representing such Tranche of Notes issued
pursuant to this Agreement that are eligible for trading through the book-entry
system of DTC, Euroclear and/or Clearstream.

         "Business Day" means a day (other than a Saturday or Sunday) on which
commercial banks in London and New York are open for general business.

         "CDI" means, with respect to any Tranche of Notes, the Certificated
Depositary Interests and/or Certificateless Depositary Interests in respect of
such Tranche of Notes, as the context may require.

         "Certificated Depositary Interests" means, with respect to any Tranche
of Notes, the beneficial interests that shall, at all times prior to the
issuance of Definitive Registered Notes in respect of such Tranche, represent
the right to receive 100% of the principal of, premium (if any) and interest and
Additional Amounts (if any) on the underlying Global Note of such Tranche and
that in each case are issued to the Beneficial Owners or their respective
nominees by the Depositary, substantially in the form of Exhibit B.

         "Certificateless Depositary Interests" means, with respect to any
Tranche of Notes, the beneficial interests that shall, at all times prior to the
issuance of Definitive Registered Notes in respect of such Tranche, represent
the right to receive 100% of the principal of, premium (if

                                     - 1 -

<PAGE>

any) and interest and Additional Amounts (if any) on the underlying Global Note
of such Tranche and that in each case are issued to the Beneficial Owners or
their respective nominees by the Depositary.

         "Clearing System" means DTC, Euroclear and/or Clearstream, as
applicable, in whose name CDIs are recorded pursuant to Section 2.3 hereof.

         "Clearstream" means Clearstream Banking, societe anonyme, or its
nominee, or any successor securities clearing agency.

         "Corporate Trust Office" means the office of the Depositary in The
Borough of Manhattan, The City of New York, at which at any particular time its
corporate trust business shall be principally administered, which at the date
hereof is located at 101 Barclay Street, Floor 21 W, New York, NY 10286.

         "Definitive Registered Notes" means, with respect to any Tranche of
Notes, Notes of such Tranche in definitive registered form issued pursuant to
the applicable Indenture.

         "Depositary" means the party named as such in this Agreement until a
successor shall have become such pursuant to Section 3.7 hereof, and thereafter
"Depositary" shall mean such successor or its nominee or the custodian of
either. Unless the context otherwise requires, "Depositary" means the party or
parties with respect to each Tranche of Notes.

         "Direct Participants" means institutions that have accounts with DTC,
Euroclear and/or Clearstream.

         "DTC" means The Depository Trust Company or its nominee, or any
successor securities clearing agency.

         "Euroclear" means Euroclear Bank S.A./N.V., or its nominee, or any
successor securities clearing agency.

         "Event of Default" with respect to any Tranche of Notes, shall have the
meaning ascribed to it in the Indenture pursuant to which such Tranche of Notes
was issued.

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

         "Global Notes" means, with respect to any Tranche of Notes, a global
security in bearer form representing 100% of any such Tranche issued pursuant to
the applicable Indenture.

         "Guarantee of the Junior Notes" has the meaning given such term in the
Junior Note Indenture.

         "Guarantee of the Senior Notes" has the meaning given such term in the
Senior Note Indenture.

         "Guarantor" means, with respect to the Senior Notes, any Person that
executes a Guarantee of the Senior Notes pursuant to the Senior Note Indenture,
and, with respect to the Junior Notes, any Person that executes a Guarantee of
the Junior Notes pursuant to the Junior Note Indenture; and in each case each of
their respective successors and assigns.

                                     - 2 -

<PAGE>

         "Holder" has the meaning, with respect to any Tranche of Notes, given
to such term under the Indenture pursuant to which such Notes were issued.

         "Indenture" means either the Senior Note Indenture or the Junior Note
Indenture, as the context may require.

         "Issuer" means the party named as such in this Agreement and its
successors and assigns pursuant to the applicable provisions of the applicable
Indenture.

         "Issuer Request" when used with respect to any Tranche of Notes, shall
have the meaning ascribed to it in the Indenture pursuant to which such Notes
were issued.

         "Junior Note Indenture" means the indenture dated as of May 19, 2003
among the Issuer, the Initial Guarantors of the Junior Notes listed Schedule 1
thereto and JPMorgan Chase Bank, as trustee, as originally executed, including
for all purposes the provisions of the Trust Indenture Act that are deemed to be
a part of and govern such instrument.

         "Letter of Representations" means a Letter of Representations to DTC
from the Depositary pertaining to any or all Tranche of Notes.

         "Notes" means:

         (i)      the Issuer's Guaranteed Junior Secured Notes due 2008 issued
                  pursuant to the Junior Note Indenture and any Junior PIK Notes
                  (as that term is defined in the Junior Note Indenture) (the
                  "Junior Notes"), and

         (ii)     the Issuer's Guaranteed Senior Secured Notes due 2008 issued
                  pursuant to the Senior Note Indenture (the "Senior Notes"),

         as issued, authenticated and delivered under the applicable Indenture.

         "Officers' Certificate" when used with respect to any Tranche of Notes,
shall have the meaning ascribed to it in the Indenture pursuant to which such
Notes were issued.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Issuer or any Guarantor, and who shall be
reasonably acceptable to the Depositary.

         "Paying Agent" means, with respect to any Tranche of Notes, the Person
appointed as such under or with respect to the Indenture pursuant to which such
Notes were issued.

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

         "Responsible Officer" means, with respect to the Depositary, any
officer assigned to or working in the Depositary's corporate trust department
or, with respect to a particular corporate trust or agency matter, any other
officer to whom such matter is referred because of his or her knowledge and
familiarity with the particular subject.

         "Senior Note Indenture" means the indenture dated as of May 19, 2003
among the Issuer, the Initial Guarantors of the Senior Notes listed Schedule 1
thereto and Law Debenture Trust

                                     - 3 -

<PAGE>

Company of New York, as trustee, as originally executed, including for all
purposes the provisions of the Trust Indenture Act that are deemed to be a part
of and govern such instrument.

         "Tranche" means either (1) the Senior Notes or (2) the Junior Notes, as
the case may be.

         "Trust Indenture Act" means the United States Trust Indenture Act of
1939 (15 U.S. Section 77aaa-77bbbb) as in effect on the date of the applicable
Indenture provided, however, that in the event the United States Trust Indenture
Act of 1939 is amended after such date, "Trust Indenture Act" means, to the
extent required by such amendment, the United States Trust Indenture Act of
1939, as so amended.

         "Trustee" when used with respect to any Tranche of Notes, means the
Person acting as trustee under the applicable Indenture pursuant to which such
Notes were issued until a successor trustee shall have become such pursuant to
the applicable provisions of such Indenture, and "Trustee" shall thereafter mean
such successor trustee.

         Section 1.2 Rules of Construction.

         Unless the context otherwise requires, (1) a term has the meaning
assigned to it herein; (2) any capitalized term used herein and not otherwise
defined herein shall, with respect to any Tranche of Notes, have the meaning
ascribed to it in the applicable Indenture pursuant to which such Notes were
issued; (3) "or" is not exclusive; (4) "including" means including without
limitation; (5) words in the singular include the plural and words in the plural
include the singular; (6) the words "herein", "hereof" and "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision; and (7) all references herein
to Articles, Sections or Exhibits refer to Articles or Sections of, or Exhibits
to, this Agreement, unless otherwise indicated.

                                   ARTICLE 2.
                              BOOK-ENTRY INTERESTS

         Section 2.1 Deposit of the Global Notes; Issuance of CDIs.

         The Depositary hereby agrees to accept from time to time custody of the
Global Note of each Tranche and shall act as Depositary in accordance with the
terms of this Agreement. The Depositary shall hold such Global Note at its
Corporate Trust Office in The Borough of Manhattan, The City of New York, or at
such place or places as it may determine with the consent of the Issuer for the
purposes of Section 2.3 below in respect of the Global Note of each Tranche. The
Depositary shall issue to DTC Certificateless Depositary Interests and shall
issue to Euroclear and/or Clearstream Certificated Depositary Interests, which
together shall represent a 100 per cent. interest in each underlying Global
Note. The CDIs will be registered in the name of Cede & Co., as nominee of DTC
(with respect to Certificateless Depositary Interests issued to DTC) or the
nominee of a common depositary for Euroclear and Clearstream (with respect to
Certificated Depositary Interests issued to Euroclear and/or Clearstream).
Nothing in this Agreement shall affect the legal rights of the holder of any
Global Note of a Tranche or the obligations of the Issuer or the applicable
Trustee to such holder.

                                     - 4 -

<PAGE>

         Section 2.2 Book-Entry System.

         (a)      Upon acceptance by DTC, Euroclear and/or Clearstream of a CDI
                  for entry into its book-entry settlement system (in the case
                  of DTC, in accordance with the terms of the Letter of
                  Representations), Book-Entry Interests will be issued by DTC,
                  Euroclear and/or Clearstream and traded through their
                  respective book-entry systems, and ownership of such
                  Book-Entry Interests shall be shown in, and the transfer of
                  such ownership shall be effected through, records maintained
                  by DTC, Euroclear and/or Clearstream or Direct Participants.
                  Book-Entry Interests shall be transferable only as units in
                  the same authorized denominations as the Notes to which they
                  correspond.

         (b)      Except as provided in Section 2.4, no owner of Book-Entry
                  Interests shall be entitled to receive a Definitive Registered
                  Note on account of such ownership, and such owner's interest
                  therein shall be shown only in accordance with the procedures
                  of DTC, Euroclear and/or Clearstream.

         Section 2.3 Transfer of CDIs.

         The Issuer appoints the Depositary as its agent for the sole purpose of
maintaining at the Corporate Trust Office records in which the Depositary shall
(i) record DTC, Euroclear and/or Clearstream as the initial owner of the CDIs,
(ii) record the transfer of ownership of the CDIs in each Global Note, and (iii)
record the increases and decreases in the principal amount represented by the
CDIs. The Depositary shall not recognize any transfer or exchange of ownership
of any CDI that is not registered in the records of the Depositary in accordance
with the provisions of this Section 2.3. The Depositary shall treat the Person
in whose name a CDI is recorded in the records of the Depositary as the owner
thereof for all purposes whatsoever and shall not be bound or affected by any
notice to the contrary, other than an order of a court having jurisdiction over
the Depositary.

         The foregoing paragraph shall not (i) impose an obligation on the
Depositary to record the interests in or transfers of Book-Entry Interests held
by Direct Participants, or Persons that may hold Book-Entry Interests through
Direct Participants or (ii) restrict transfers of such Book-Entry Interests held
by Direct Participants or such Persons.

         In connection with the Depositary's appointment as the Issuer's agent
under this Section 2.3, the Issuer shall have such rights and obligations as
regards removal of the Depositary and appointment of a successor as are
specified in Section 3.6 hereof.

         Section 2.4 Transfer of the Global Notes.

         The Depositary shall hold the Global Note of each Tranche of Notes in
custody for the benefit of the Clearing Systems. The Depositary shall not
transfer or lend any Global Note of a Tranche or any interest therein except
that (i) a Global Note of a Tranche may be exchanged in whole or in part,
pursuant to Section 2.06 of the applicable Indenture, (ii) a Global Note of a
Tranche may be exchanged or replaced pursuant to Section 2.07 of the applicable
Indenture, (iii) any Global Note of a Tranche may be delivered to the applicable
Trustee for cancellation pursuant to Section 2.12 of the applicable Indenture
and (iv) any Global Note may be transferred to a successor Depositary appointed
in accordance with Section 3.6 hereof.

                                     - 5 -

<PAGE>

Notwithstanding the foregoing, the Depositary shall not under any circumstances
surrender or deliver any Global Note to any Clearing System.

         If (i) DTC, Euroclear or Clearstream notifies the Depositary that it is
unwilling or unable to continue as a Clearing System with respect to CDIs issued
by the Depositary with respect of any Tranche of Notes, or if at any time DTC is
unable to or ceases to be a clearing agency registered under the Exchange Act
and in either case a successor Clearing System with respect to such CDIs is not
appointed by the Depositary at the written request of the Issuer within 120
days, (ii) the Depositary notifies the Issuer and the applicable Trustee in
writing under Section 3.6 hereof that it is unwilling or unable to continue to
act as Depositary and a successor Depositary is not appointed by the Issuer
within 120 days of such notification, (iii) so requested by DTC, Euroclear,
Clearstream, the Issuer or the applicable Trustee, in the event of a winding-up
of the Issuer or an Event of Default (as defined in the applicable Indenture) on
the Notes of a Tranche has occurred and is continuing, or (iv) Euroclear or
Clearstream is closed for business for a continuous period of 14 days (other
than by reason of legal holidays) or announces an intention permanently to cease
business, then the Depositary shall upon written direction from the Issuer
promptly notify the Clearing System in which the applicable CDIs are held that
the corresponding Global Note or Global Notes will be exchanged in whole or in
part for Definitive Registered Notes of the applicable Tranche pursuant to
Section 2.06 of the applicable Indenture. Definitive Registered Notes of the
applicable Tranche of Notes shall be issued in such names and amounts as the
applicable Clearing System shall specify upon cancellation of the corresponding
CDIs and all Book-Entry Interests with respect thereto. The Depositary agrees,
for the benefit of the applicable Trustee and holders of the applicable
Book-Entry Interests, that it will promptly surrender the corresponding Global
Note or Global Notes held by it to the applicable Trustee in connection with
such exchange for cancellation pursuant to Section 2.06 of the applicable
Indenture.

         Delivery of Definitive Registered Notes of a Series pursuant to this
Section 2.4 shall be made free of any fees of the Depositary to the applicable
Clearing System or Beneficial Owner with respect thereto.

         Section 2.5 Payment in Respect of a CDI and Global Note.

         (a)      Whenever the Depositary shall receive from the Paying Agent
                  any payment on a Global Note of a Tranche, including any
                  payments of Additional Amounts, the amount so received shall
                  be distributed promptly to the Clearing System entitled
                  thereto, on the corresponding payment date for such Global
                  Note. In instances in which DTC is the Clearing System, such
                  payments shall be made in accordance with the Letter of
                  Representations.

         (b)      The Depositary shall forward to the Issuer and the applicable
                  Trustee or their agents such information from its records as
                  the Issuer may reasonably request to enable the Issuer or its
                  agents to file necessary reports with governmental agencies,
                  and the Depositary, the Issuer and the applicable Trustee or
                  their agents may (but shall not be required to) file any such
                  reports necessary to obtain benefits under any applicable tax
                  treaties for the applicable Clearing System or Beneficial
                  Owners.

                                     - 6 -

<PAGE>

         (c)      None of the Issuer, the Guarantors, the applicable Trustee,
                  the Depositary or any agent of the Issuer or the applicable
                  Trustee or the Depositary will have any responsibility or
                  liability for any aspect of the records relating to payments
                  made by any Clearing System (or its direct or indirect
                  participants) on account of Book-Entry Interests with respect
                  to a Tranche of Notes or for maintaining, supervising or
                  reviewing any records relating to such Book-Entry Interests.

         (d)      Notwithstanding any other provision of this Agreement, the
                  Depositary shall be required to pay to any Clearing System
                  only amounts (including Additional Amounts) received by the
                  Depositary under the Global Note of any Tranche of Notes in
                  respect of which CDIs are recorded in the name of such
                  Clearing System.

         Section 2.6 Redemption of Notes and Book-Entry Interests; Junior PIK
Notes.

         In the event that the Issuer redeems all or any part of a Global Note
of a Tranche under the applicable Indenture, the Depositary shall promptly upon
receipt of the redemption price deliver such Global Note to the applicable
Trustee and request the applicable Trustee to make a record to reflect the
reduction in the principal amount of such Global Note as a result of such
redemption. In addition, the Depositary shall notify each applicable Clearing
System of the principal amount redeemed and of a corresponding reduction of the
same principal amount of the corresponding CDI. The Depositary shall, without
delay, pay all such amounts received by it in connection with such redemption to
the applicable Clearing System.

         In the event that the Issuer chooses to pay interest or Additional
Amounts in the form of Junior PIK Notes pursuant to the Junior Note Indenture,
the Depositary shall request that the Paying Agent for the Junior Notes make a
record to reflect the increase in the principal amount of the Global Note
representing the Junior Notes as a result of such payment in the form of Junior
PIK Notes. In addition, the Depositary shall notify the applicable Clearing
System of the amount paid and of a corresponding increase of the same principal
amount of the corresponding CDI.

         Section 2.7 Record Date.

         Whenever (i) any payment is to be made in respect of any Global Note of
a Tranche, (ii) the Depositary shall receive notice of any action to be taken by
the Holder (as such term is defined in the applicable Indenture) of the Global
Note of any Tranche or (iii) it is appropriate in respect of any other matter,
the Depositary shall fix a record date for the determination of the holders of
the CDIs who shall be entitled to receive payment in respect thereof, to take
any such action or to act in respect of any such matter, which record date shall
be the same date as that fixed with respect to the corresponding Holder of the
Global Note under the applicable Indenture. Subject to the provisions of this
Agreement, only the Clearing System in whose name a CDI is recorded in the
records of the Depositary at the close of business on such record date shall be
entitled to receive any such payment, to give instructions as to such action or
to act in respect of any such matter.

                                     - 7 -

<PAGE>

         Section 2.8 Action in Respect of a CDI.

         (a)      As soon as practicable, but in any event not later than five
                  (5) Business Days, after receipt by the Depositary of notice
                  of any solicitation of consents or request for a waiver or
                  other action by the Holder of the Global Note of any Tranche
                  of Notes under the applicable Indenture or under this
                  Agreement, the Depositary shall deliver to the applicable
                  Clearing System or Clearing Systems a notice containing (i)
                  such information as is contained in the notice received, (ii)
                  a statement that the applicable Clearing System or Clearing
                  Systems at the close of business on a specified record date
                  (established in accordance with Section 2.7 hereof) will be
                  entitled, subject to the provisions of or governing the
                  applicable CDI or such Global Note, to instruct the Depositary
                  as to the consent, waiver or other action, if any, pertaining
                  to this Agreement or the applicable Indenture and (iii) a
                  statement as to the manner in which such instructions may be
                  given. Upon the written request of the applicable Clearing
                  System or Clearing Systems received on or before the date
                  established by the Depositary for such purpose, the Depositary
                  shall endeavor insofar as practicable and permitted under the
                  provisions of this Agreement or the applicable Indenture, as
                  the case may be, to take such action regarding the requested
                  consent, waiver or other action in respect of all or only a
                  portion of the principal amount of such CDI or Global Note, as
                  the case may be, with respect to which instructions in
                  accordance with any instructions set forth in such request
                  have been received. In addition, the Depositary will forward
                  to each applicable Clearing System or, based upon instructions
                  received from each applicable Clearing System to owners of
                  Book-Entry Interests, all materials received by the Depositary
                  pertaining to any such solicitation, request, offer or other
                  action. The Depositary agrees that each applicable Clearing
                  System may grant proxies or otherwise authorize Direct
                  Participants (or Persons owning Book-Entry Interests through
                  such Direct Participants) to provide such instructions to the
                  Depositary so that it may exercise any rights of a Holder or
                  take any other action which a Holder is entitled to take under
                  the applicable Indenture. The Depositary shall not itself
                  exercise any discretion in the granting of consents or waivers
                  or the taking of any other action in respect of a Global Note.
                  Without prejudice to Section 2.5(c), the records of the
                  Clearing Systems shall, absent manifest error, be conclusive
                  evidence of the owners of the Book-Entry Interests and the
                  principal amount represented by such Book-Entry Interests.

         (b)      As soon as practicable, but in any event not later than the
                  Business Day, after receipt by the Depositary of any notice of
                  redemption with respect to Notes of a Tranche pursuant to
                  Section 3.02 of the applicable Indenture, the Depositary shall
                  deliver to each applicable Clearing System a notice containing
                  (i) the information contained in such notice of redemption and
                  (ii) if applicable, a statement that the Notes of such Tranche
                  called for redemption must be surrendered pursuant to the
                  terms of the applicable Indenture, in order to collect the
                  redemption price. In instances in which DTC is the Clearing
                  System, such notice shall also comply with the Letter of
                  Representations.

                                     - 8 -

<PAGE>

         Section 2.9 Reports.

         The Depositary shall promptly send to each applicable Clearing System a
copy of any notices, reports and other communications received relating to the
Issuer or any Tranche of Notes in respect of which CDIs are recorded in the name
of such Clearing System.

         Section 2.10 Additional Amounts.

         At least 30 days prior to the first date on which withholding from any
payment on any Global Note of a Tranche on account of taxes would be required
under applicable law or payment of Additional Amounts would be required to be
made pursuant to Section 4.27 of the Senior Note Indenture or Section 4.26 of
the Junior Note Indenture, as the case may be, and at least 30 days prior to any
subsequent such date if there has been any change with respect to such matters,
the Issuer will furnish the Depositary with an Officers' Certificate that shall
specify the amount, if any, required to be withheld on such payments and the
amount of Additional Amounts payable, net of amounts to which any Clearing
System or any owner of such Book-Entry Interest is not entitled. The Depositary
shall have no responsibility for determining whether any Clearing System or any
owner of a Book-Entry Interest is entitled to the payment of Additional Amounts,
but shall be entitled to rely conclusively for this purpose on the Officers'
Certificate or on certifications from each applicable Clearing System.
Notwithstanding anything to the contrary provided above, the Depositary shall
pay or cause to be paid Additional Amounts only out of funds that shall be
received by it from the Issuer for that purpose.

                                   ARTICLE 3.
                                 THE DEPOSITARY

         Section 3.1 Certain Duties and Responsibility.

         The rights, powers, duties and privileges of the Depositary shall be as
set forth in Exhibit A attached hereto. The Depositary undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement.

         Section 3.2 Not Responsible for Recitals or Issuance of Notes.

         The recitals contained in the Indentures shall be taken as the
statements of the Issuer, and the Depositary assumes no responsibility for their
correctness. The Depositary makes no representations as to the validity or
sufficiency of any Global Note or of any offering materials and the performance
and observance by the Issuer or any Guarantor of their respective obligations
under any Global Note or the recoverability of any sum of interest, principal,
premium if any or Additional Amounts, if any, due or to become due from the
Issuer or any Guarantor in respect of any Global Note. The Depositary shall at
no time be liable for any act, default or omission of the Issuer under or in
respect of any Note. The Depositary shall not be accountable for the use or
application by the Issuer of any proceeds with respect to any Note. The
Depositary shall at no time have any responsibility for, or obligation or
liability in respect of, the financial condition, creditworthiness, affairs,
status or nature of the Issuer or any Guarantor.

                                     - 9 -

<PAGE>

         Section 3.3 Money Held in Trust.

         Money held by the Depositary in trust hereunder need not be segregated
from other funds held by the Depositary, except to the extent required by law,
and except that if the Depositary acts as paying agent with respect to any
Notes, money held in such capacity shall be segregated from the money held in
its capacity as Depositary. The Depositary shall be under no obligation to
invest or pay interest on any money received by it hereunder, except as
otherwise agreed in writing with the Issuer.

         Section 3.4 Compensation and Reimbursement.

         The Issuer agrees:

         (a)      to pay to the Depositary from time to time such compensation
                  as agreed between them in writing for all services rendered by
                  it hereunder (which compensation shall not be limited by any
                  provision of law with regard to the compensation of a trustee
                  of an express trust);

         (b)      to reimburse the Depositary and any predecessor Depositary
                  promptly upon its request for all reasonable expenses,
                  disbursements and advances incurred or made by the Depositary
                  in accordance with any provision of this Agreement (including
                  the reasonable compensation and the expenses and disbursements
                  of its agents and counsel), except any such expense,
                  disbursement or advance as may be attributable to its
                  negligence, willful misconduct or bad faith; and

         (c)      to fully indemnify each of the Depositary and any predecessor
                  Depositary for, and to hold it harmless against, any and all
                  loss, liability, claim, damage or expense incurred without
                  negligence, willful misconduct or bad faith on its part,
                  arising out of or in connection with the acceptance or
                  administration of this Agreement and its duties hereunder,
                  including the costs and expenses of defending itself against
                  or investigating any claim of liability in connection with the
                  exercise or performance of any of its powers or duties
                  hereunder.

         The Depositary shall notify the Issuer in writing of the commencement
of any action or claim in respect of which indemnification may be sought
promptly after the Depositary becomes aware of such commencement (provided that
the failure to make such notification shall not affect the Depositary's rights
hereunder unless such failure adversely affects the Issuer's ability to
adequately oppose or defend against such action or claim) and the Issuer shall
be entitled to participate in, and to the extent it shall wish, to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Depositary; provided that the Depositary may employ, at the Issuer's
expense, separate counsel; provided, however, that it is understood that the
Issuer shall not, under any circumstances, be liable for the reasonable fees and
expenses, as incurred, of more than one counsel at any one time to the
Depositary (except in the case where local counsel may also be required). The
Depositary shall not compromise or settle any such action or claim without the
written consent of the Issuer, which consent shall not be unreasonably withheld.

         The obligations of the Issuer under this Section to compensate and
indemnify the Depositary and any predecessor Depositary and to pay or reimburse
the Depositary and any

                                     - 10 -

<PAGE>

predecessor Depositary for expenses, including reasonable attorney's fees,
disbursements and advances, shall survive the repayment of any Note, resignation
or removal of the Depositary and satisfaction, discharge or other termination of
this Agreement.

         In no event shall the Depositary be liable for any indirect, special,
punitive or consequential loss or damage of any kind whatsoever, including, but
not limited to, lost profits, even if the Depositary has been advised of the
likelihood of such loss or damage and regardless of the form of action.

         In no event shall the Depositary be liable for any failure or delay in
the performance of its obligations hereunder because of the circumstances beyond
its control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action, or the like,
which delay restrict or prohibit the provision of services contemplated by this
Agreement.

         Section 3.5 Depositary Required; Eligibility.

         At all times when there is a Depositary hereunder, such Depositary
shall be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, having,
together with its parent, a combined capital and surplus of at least
$50,000,000, subject to supervision or examination by federal, State or District
of Columbia authority, willing to act on reasonable terms. Such corporation
shall have its principal place of business in the Borough of Manhattan, The City
of New York, if there be such a corporation in such location willing to act upon
reasonable and customary terms and conditions. If such corporation, or its
parent, publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. The Depositary shall have
executed a Letter of Representations to DTC acceptable in form and substance to
DTC with respect to the Certificateless Depositary Interests issued to DTC. If
at any time the Depositary shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         Section 3.6 Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of the Depositary and, in the case
                  of (i) below, no appointment of a successor Depositary
                  pursuant to this Article shall become effective until (i) the
                  acceptance of appointment by the successor Depositary in
                  accordance with the applicable requirements of Section 3.7
                  hereof or (ii) the issuance of Definitive Registered Notes
                  with respect to all outstanding Global Notes in accordance
                  with Section 2.4 hereof.

         (b)      The Depositary may resign by giving written notice thereof to
                  the Issuer and the Clearing Systems in accordance with Section
                  4.1 and Section 4.2 hereof, not less than 60 days prior to the
                  effective date of such resignation. The Depositary may be
                  removed at any time upon not less than 90 days' notice (except
                  as otherwise permitted in Section 3.6(c)) by the filing with
                  it of an instrument in

                                     - 11 -

<PAGE>

                  writing signed on behalf of the Issuer and specifying such
                  removal and the date when it is intended to become effective.

         (c)      If at any time

                  (1)      the Depositary shall cease to be eligible under
                           Section 3.5 hereof and shall fail to resign after
                           written request therefor by the Issuer or by a
                           Clearing System, or

                  (2)      the Depositary shall become incapable of acting with
                           respect to any CDI or shall be adjudged a bankrupt or
                           insolvent, or a receiver or liquidator of the
                           Depositary or of its property shall be appointed or
                           any public officer shall take charge or control of
                           the Depositary or of its property or affairs for the
                           purpose of rehabilitation, conservation or
                           liquidation,

                  then, in any such case, (i) the Issuer may immediately remove
                  the Depositary and appoint a successor Depositary or (ii) a
                  Clearing System or the Depositary may, on behalf of itself and
                  all others similarly situated, petition any court of competent
                  jurisdiction for the removal of the Depositary and the
                  appointment of a successor Depositary or Depositaries unless
                  Definitive Registered Notes have been issued with respect to
                  all outstanding Global Notes in accordance with each
                  applicable Indenture. Such court may thereupon, after such
                  notice, if any, as it may deem proper and prescribe, remove
                  the Depositary and appoint a successor Depositary.

         (d)      If the Depositary shall resign, be removed or become incapable
                  of acting, or if a vacancy shall occur in the office of
                  Depositary for any cause, the Issuer shall promptly appoint a
                  successor Depositary (other than the Issuer) and shall comply
                  with the applicable requirements of Section 3.7 hereof. If no
                  successor Depositary with respect to all Global Notes shall
                  have been so appointed by the Issuer and accepted appointment
                  in the manner required by Section 3.7, a Clearing System or
                  the Depositary may, on behalf of itself, and all others
                  similarly situated, at the expense of the Issuer, petition any
                  court of competent jurisdiction for the appointment of a
                  successor Depositary unless Definitive Registered Notes have
                  been issued with respect to all outstanding Global Notes in
                  accordance with each applicable Indenture.

         (e)      The Issuer shall give, or shall cause such successor
                  Depositary to give, notice of each resignation and each
                  removal of a Depositary and each appointment of a successor
                  Depositary to the Clearing Systems in accordance with Section
                  4.2 hereof. Each notice shall include the name of the
                  successor Depositary and the address of its Corporate Trust
                  Office. If the Issuer fails to give notice within ten days
                  after acceptance of appointment by the successor Depositary,
                  the successor Depositary shall cause such notice to be given
                  at the expense of the Issuer.

         Section 3.7 Acceptance of Appointment by Successor.

         (a)      In case of the appointment hereunder of a successor
                  Depositary, every such successor Depositary so appointed shall
                  execute, acknowledge and deliver to

                                     - 12 -

<PAGE>

                  the Issuer and to the retiring Depositary an instrument
                  accepting such appointment, and thereupon the resignation or
                  removal of the retiring Depositary shall become effective and
                  such successor Depositary, without any further act, deed or
                  conveyance, shall become vested with all the rights, powers,
                  agencies and duties of the retiring Depositary, with like
                  effect as if originally named as Depositary hereunder;
                  provided, however, on the request of the Issuer or the
                  successor Depositary, such retiring Depositary shall, upon
                  payment of all amounts due and payable to it pursuant to
                  Section 3.4 hereof, execute and deliver an instrument
                  transferring to such successor Depositary all the rights and
                  powers under this Deposit Agreement of the retiring Depositary
                  and shall duly assign, transfer and deliver to such successor
                  Depositary all property, records and money held by such
                  retiring Depositary hereunder and shall deliver each Global
                  Note to the successor.

         (b)      Upon request of any such successor Depositary, the Issuer
                  shall execute any and all instruments necessary for more fully
                  and certainly vesting in and confirming to such successor
                  Depositary all such rights, powers and agencies referred to in
                  paragraph (a) of this Section.

         (c)      No successor Depositary shall accept its appointment unless at
                  the time of such acceptance such successor Depositary shall be
                  eligible under this Article.

         (d)      Upon acceptance of appointment by any successor Depositary as
                  provided in this Section, the Issuer shall give notice thereof
                  to the Clearing Systems in accordance with Section 4.2 hereof.
                  If the acceptance of appointment is substantially
                  contemporaneous with the resignation of the Depositary, the
                  notice called for by the preceding sentence may be combined
                  with the notice called for by Section 3.6 hereof. If the
                  Issuer fails to give such notice within 15 days after
                  acceptance of appointment by the successor Depositary, the
                  successor Depositary shall promptly cause such notice to be
                  given at the expense of the Issuer.

         Section 3.8 Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Depositary may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Depositary shall be a party, or any
corporation succeeding to all or substantially all the corporate trust or agency
business of the Depositary, shall be the successor of the Depositary hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, provided that such corporation shall be otherwise
eligible under this Article. Written notice of any merger, conversion,
consolidation or sale shall forthwith be given to the Issuer and the Clearing
Systems.

         Section 3.9 May Hold Securities; Other Dealings.

         The Depositary may own and deal in any class of securities of the
Issuer and its affiliates and in the Notes and Book-Entry Interests. The
Depositary may enter into other dealings with the Issuer of any nature
whatsoever.

                                     - 13 -

<PAGE>

         Section 3.10 Notice of Default.

         Within 10 days after the Depositary has been notified by the applicable
Trustee, pursuant to the applicable Indenture, of the occurrence of an Event of
Default, the Depositary shall transmit by mail to the Clearing Systems in the
manner provided in Section 4.2 hereof, notice of such Event of Default, unless
the Depositary shall, prior to such transmission by it, have been notified by
the applicable Trustee that such Event of Default has been cured or waived.

                                   ARTICLE 4.
                            MISCELLANEOUS PROVISIONS

         Section 4.1 Notices to Depositary or Issuer.

         Any request, demand, authorization, direction, notice, consent, or
waiver or other document provided or permitted by this Agreement to be made
upon, given or furnished to, or filed with,

         (a)      the Depositary by any Clearing System or the Issuer shall be
                  sufficient for every purpose hereunder (unless otherwise
                  herein expressly provided) if made, given, furnished or filed
                  in writing (which may be via facsimile) and delivered or
                  mailed and received, first-class postage prepaid, to the
                  Depositary at its Corporate Trust Office, facsimile +1 212 815
                  5802, Attention: Corporate Trust Administration, or at any
                  other address or facsimile number previously furnished in
                  writing by the Depositary to the Clearing Systems and the
                  Issuer, or

         (b)      the Issuer by the Depositary shall be sufficient for every
                  purpose hereunder (unless otherwise herein expressly provided)
                  if made, given, furnished or filed in writing (which may be
                  via facsimile) and delivered or mailed and received,
                  first-class postage prepaid, to the Issuer at Regents Place,
                  338 Euston Road, London, NW1 3GT, England, facsimile at +44
                  207 409 7748, Attention: Company Secretary, or at any other
                  address or facsimile number previously furnished in writing to
                  the Depositary by the Issuer.

         Section 4.2 Notice to Clearing Systems and Owners; Waiver.

         Where this Agreement provides for notice to the Clearing Systems or
owners of Book-Entry Interests of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided or as provided in the Letter
of Representations) if in writing and delivered to each applicable Clearing
System at its respective addresses notified to the Depositary, in each case not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. Where this Agreement provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by any Clearing System shall be
filed with the Depositary, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give notice by mail, then
such notification as shall be made

                                     - 14 -

<PAGE>

with the approval of the Depositary shall constitute a sufficient notification
for every purpose hereunder.

         Section 4.3 Compliance Obligations of the Issuer.

         The Issuer covenants in favor of the Depositary that it will provide
the Depositary with one copy of the Senior Note Indenture and any supplements or
amendments thereto and one copy of the Junior Note Indenture and any supplements
or amendments thereto. The Depositary shall be entitled to rely on the documents
provided to it under this Clause 4.3 in the absence of receipt of any further
documents as provided hereunder.

         Section 4.4 Effect of Heading and Table of Contents.

         The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

         Section 4.5 Successors and Assigns.

         All covenants and agreements in this Agreement by the Issuer shall bind
its successors and assigns, whether so expressed or not.

         Section 4.6 Separability Clause.

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

         Section 4.7 Benefits of Agreement.

         Nothing in this Agreement, any Tranche of Notes, or the Indentures,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any benefits or any legal or equitable right, remedy
or claim under this Agreement. The owners from time to time of the Book-Entry
Interests shall be parties to this Agreement and shall be bound by all of the
terms and conditions hereof and of the applicable Indenture and the
corresponding Tranche of Notes, by their acceptance of delivery of the
Book-Entry Interests.

         Section 4.8 Governing Law.

         This agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.

         Section 4.9 Jurisdiction.

         By the execution and delivery of this Agreement, the Issuer (i)
acknowledges that it has, by separate written instrument, irrevocably designated
and appointed Marconi Electronic Systems Holdings Inc., Attn: Patricia Hoffman,
c/o Marconi Communications, Inc., 333 Pierce Road, Suite 370, Itasca, Illinois
60143, USA, as its authorized agent upon which process may be served in any suit
or proceeding arising out of this Agreement that may be instituted in any
federal or state court in the Borough of Manhattan, The City of New York, and
acknowledges that Marconi Electronic Systems Holdings Inc. has accepted such
designation, (ii) submits to the jurisdiction of any such court in any such suit
or proceeding, and waives any objection which it

                                     - 15 -

<PAGE>

may now or hereafter have to the laying of venue of any such proceeding or any
claim of inconvenient forum and (iii) agrees that service of process upon
Marconi Inc. and written notice of said service to the Issuer (mailed or
delivered to the Issuer's Company Secretary at the Issuer's principal office)
shall be deemed in every respect effective service of process upon it in any
such suit or proceeding. The Issuer further agrees to take any and all action,
including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
Marconi Inc. in full force and effect so long as this Agreement shall be in full
force and effect. To the extent that the Issuer has or hereinafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution or otherwise) with respect to itself or its property, the Issuer
hereby irrevocably waives such immunity in respect of its obligations under this
Agreement to the fullest extent permitted by law.

         Section 4.10 Counterparts.

         This Agreement may be executed in any number of counterparts by the
parties hereto on separate counterparts, each of which, when so executed and
delivered, shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.

         Section 4.11 Inspection of Agreement.

         A copy of this Agreement shall be available upon reasonable prior
written notice at all reasonable times during normal business hours at the
Corporate Trust Office for inspection by any Clearing System or by any Clearing
System as by any owner of Book-Entry Interests.

         Section 4.12 Satisfaction and Discharge.

         This Agreement upon an Issuer Request shall cease to be of further
effect with respect to Notes of any Tranche, and the Depositary, at the expense
of the Issuer, shall execute proper instruments provided to it acknowledging
satisfaction and discharge of this Agreement, when (i) with respect to the Notes
of such Tranche the applicable Indenture has been satisfied and discharged
pursuant to the provisions thereof or Definitive Registered Notes of such
Tranche have been issued and the corresponding Global Notes of such Tranche have
been cancelled in accordance with the provisions of Section 2.4 or Section 2.5
hereof, (ii) the Issuer has paid or caused to be paid all sums payable hereunder
by the Issuer with respect to the Notes of such Tranche and (iii) the Issuer has
delivered to the Depositary an Officers' Certificate and an Opinion of Counsel,
stating that all conditions precedent herein provided relating to the
satisfaction and discharge of this Agreement with respect to the Notes of such
Tranche have been complied with.

         Section 4.13 Amendments.

         The Issuer and the Depositary may amend this Agreement without the
consent of any Clearing System or the owner of any Book-Entry Interests:

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

         (b)      to add to the covenants and agreements of the Depositary or
                  the Issuer;

                                     - 16 -

<PAGE>

         (c)      to evidence or effectuate the assignment of the Depositary's
                  rights and duties to a qualified successor, as provided
                  herein;

         (d)      to comply with any requirements of the U.S. Securities Act of
                  1933, as amended, the Exchange Act, the U.S. Investment
                  Company Act of 1940, as amended, the Trust Indenture Act or
                  any other applicable law, rule or regulation; or

         (e)      to modify, alter, amend or supplement this Agreement in any
                  other manner that is not adverse to any Clearing System or the
                  owner of any Book-Entry Interests.

         No amendment that adversely affects any Clearing System may be made to
this Agreement without the written consent of such Clearing System.

         Section 4.14 Depositary to Execute Amendments.

         The Depositary shall duly execute and deliver any amendment authorized
pursuant to Section 4.13, if the amendment does not adversely affect the rights,
duties, liabilities or immunities of the Depositary. If it does, the Depositary
may but need not execute and deliver such amendment. In executing and delivering
such amendment the Depositary shall be entitled to receive, and shall be fully
protected in reasonably relying upon, an Officers' Certificate (which need only
cover the matters set forth in clause (a) below) and an Opinion of Counsel
stating that:

         (a)      such amendment is authorized or permitted by this Agreement;

         (b)      the Issuer has all necessary corporate power and authority to
                  execute and deliver the amendment and that the execution,
                  delivery and performance of such amendment has been duly
                  authorized by all necessary corporate action;

         (c)      the execution, delivery and performance of the amendment do
                  not conflict with, or result in the breach of or constitute a
                  default under any of the terms, conditions or provisions of
                  (i) this Agreement, (ii) the Memorandum and Articles of
                  Association of the Issuer or (iii) any law or regulation
                  applicable to the Issuer; and

         (d)      such amendment has been duly and validly executed and
                  delivered by the Issuer, and this Agreement together with such
                  amendment constitutes a legal, valid and binding obligation of
                  the Issuer enforceable against the Issuer in accordance with
                  its terms, subject to applicable bankruptcy, insolvency or
                  similar laws affecting creditors' rights generally and general
                  equitable principles.

                                     - 17 -

<PAGE>

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed as
of the date first written above.

                                              MARCONI CORPORATION PLC

                                              By:______________________________
                                                 Name:
                                                 Title:

                                              THE BANK OF NEW YORK
                                              as Depositary

                                              By:______________________________
                                                 Name:
                                                 Title:

                                     - 18 -

<PAGE>

                                                                       EXHIBIT A

         Section 1. Prevention or delay in performance by the Depositary.

         The Depositary shall not incur any liability to any Clearing System,
any holder of Book-Entry Interests or any other Person hereunder or in
connection herewith if, by reason of any provision of any future law or
regulation of any governmental or regulatory authority or securities exchange,
or by reason of any act of God or war or other circumstance beyond the control
of the Depositary, the Depositary shall be prevented or forbidden from doing or
performing any act or thing that the terms of this Agreement provide shall be
done or performed; and the Depositary shall not incur any liability to any
Clearing System, any holder of Book-Entry Interests or any other Person
hereunder or in connection herewith by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or thing that the terms of
this Agreement provide shall or may be done or performed.

         Section 2. Compliance with letter of representations.

         The Depositary agrees to comply with all of the provisions set forth in
the Letter of Representations in instances in which DTC is the Clearing System.

         Section 3. Duties and liabilities of Depositary.

         The Depositary shall not be liable under this Agreement other than by
reason of its own bad faith, willful misconduct or negligence in the performance
of such duties as are specifically set forth in this Agreement. The Depositary
shall not be liable for any damages resulting from the transfer or delivery of
the Global Notes in accordance with the terms of this Agreement. In the absence
of bad faith on its part, the Depositary may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon
any statements, certificates or opinions furnished to the Depositary and
conforming to the requirements of this Agreement, but in the case of any such
statements, certificates or opinions that by any provision hereof are required
to be furnished to the Depositary, the Depositary shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Agreement. The Depositary may request and rely and shall be protected in
acting in reliance upon any written notice, request or direction believed by it
in good faith to be genuine and to have been signed or presented by the proper
party or parties.

         Section 4. Obligations of the Depositary.

         The Depositary assumes no obligation nor shall it be subject to any
liability under this Agreement to any Clearing System or any holder of
Book-Entry Interests (including, without limitation, liability with respect to
the validity or worth of the Global Notes), other than that it agrees to perform
such duties as are specifically set forth in this Agreement. In no event shall
the Depositary be deemed to owe any fiduciary relationship to any Person as a
result of its administering this Agreement.

         The Depositary makes no representation or warranty and shall at no time
have any responsibility for, or liability or obligation in respect of, the
legality, validity, binding effect, adequacy or enforceability of the Global
Notes, the performance and observance by the Issuer or any Guarantor of their
respective obligations under or in respect of the Global Notes or the

                                       A-1

<PAGE>

recoverability of any sum of interest, principal, premium, if any, or Additional
Amounts, if any, due or to become due from the Issuer or any Guarantor in
respect of the Global Notes.

         The Depositary shall at no time have any responsibility for, or
obligation or liability in respect of, the financial condition,
creditworthiness, affairs, status or nature of the Issuer or any Guarantor.

         The Depositary shall at no time be liable for any act, default or
omission of the Issuer or any Guarantor under or in respect of the Global Notes.

         Payments in respect of the CDIs with respect to a Tranche of Notes will
only be made to the extent of any amounts actually received by or on behalf of
the Depositary in respect of the corresponding Global Notes of such Tranche.

         The Depositary shall not be required to give notice to the Issuer or
any Clearing System that any Global Note of a Tranche is repayable or that any
Event of Default in relation to any Global Note of a Tranche has occurred
pursuant to the applicable Indenture or take any proceedings to enforce payment
under the applicable Indenture, except as expressly provided otherwise in this
Agreement.

         The Depositary shall not be under any obligation to exercise in favor
of any Clearing System any rights of set-off or of bankers' lien or of
counterclaims that may arise out of any other transaction between the Issuer or
the Depositary.

         The Depositary shall not be under any obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any
Global Note or in respect of any CDIs, or take any other action or omit to take
any action under this Agreement, which in its opinion may involve it in expense
or liability, unless indemnity satisfactory to it against all expenses and
liability be furnished as often as may be required.

         The Depositary shall not be liable for any acts or omissions made by a
successor Depositary whether in connection with a previous act or omission of
the Depositary or in connection with a matter arising wholly after the removal
or resignation of the Depositary, provided that the Depositary complied with its
obligations in Section 3 of this Exhibit A when it acted as Depositary.

         The Depositary shall have no liability for the calculation, timing or
appropriateness of any interest, principal, premium, if any, Additional Amounts,
if any, or other payment or distribution to be made in connection with any
Global Note, and the Issuer shall have sole responsibility therefor, provided
that the Depositary shall be liable for its own bad faith, willful misconduct or
negligence in connection with the foregoing.

         The Depositary shall not be under any liability for interest on, or any
obligation to invest or segregate, any monies at any time received by it
pursuant to the terms and conditions of this Agreement except as required by law
or as expressly provided in this Agreement.

         The Depositary may own and deal in any class of securities of the
Issuer and its affiliates and in Book-Entry Interests.

                                      A-2

<PAGE>

                                                                       EXHIBIT B

                    FORM OF CERTIFICATED DEPOSITARY INTEREST

FOR THE CERTIFICATED DEPOSITARY INTERESTS IN THE [GLOBAL SENIOR NOTES] [GLOBAL
JUNIOR NOTES].

Reference is hereby made to the Deposit Agreement dated as of May 19, 2003 (the
"DEPOSIT AGREEMENT") between Marconi Corporation plc (the "ISSUER") and The Bank
of New York. Unless otherwise specified herein, capitalised terms used but not
defined herein shall have the meanings given to them in the Deposit Agreement.

This Certificated Depositary Interest is issued in respect of US$[-] ([-] United
States dollars) aggregate principal amount of the [Guaranteed Senior Secured
Notes due 2008] [Guaranteed Junior Secured Notes due 2008] (the "NOTES") of the
Issuer. The Notes are issued in accordance with the indenture dated as of May
19, 2003 among the Issuer, the Initial Guarantors listed on Schedule 1 thereto
and [Law Debenture Trust Company of New York] [JPMorgan Chase Bank], as trustee,
as originally executed, including for all purposes the provisions of the Trust
Indenture Act that are deemed to be a part of and govern such instrument (the
"[SENIOR] [JUNIOR] NOTE INDENTURE"). This Certificated Depositary Interest is
issued under the deposit agreement dated as of May 19, 2003 (the "DEPOSIT
AGREEMENT") among the Issuer and The Bank of New York, as Depositary (the
"DEPOSITARY"). In this Certificated Depositary Interest, the Depositary shall
include any successors thereto appointed from time to time in accordance with
the provisions of the Deposit Agreement.

This is to certify that:

The Bank of New York, as common depositary for Euroclear and Clearstream, is the
person registered in the register (the "BOOK-ENTRY REGISTER") maintained by the
Depositary in relation to the Certificated Depositary Interests as the duly
registered holder of this Certificated Depositary Interest or, if more than one
person is so registered, the first-named of such persons (the "CDI HOLDER"). The
CDI Holder is entitled to receive the principal amount outstanding as indicated
in the Schedule hereto at the Stated Maturity (as defined in the Indenture) or
on such earlier date or dates as the same may become repayable in accordance
with the terms of the Deposit Agreement (subject to such adjustments [(i)]
downwards by any amounts of principal already paid to the CDI Holder in
accordance with the terms of the Deposit Agreement and noted by the Depositary
on the Schedule hereto evidencing such adjustments as may be necessary to ensure
that no greater principal sum is repaid in respect of this Certificated
Depositary Interest than the actual principal amount received by the Depositary
in respect thereof [and (ii) upwards to reflect Junior PIK Notes issued in
respect of Junior Notes], together with premium, if any, interest and Additional
Amounts payable in accordance with the terms of the Deposit Agreement, all
subject to and in accordance with the terms of the Deposit Agreement.

This Certificated Depositary Interest is evidence of entitlement only. Title to
the Certificated Depositary Interest passes only on due registration in the
Book-Entry Registrar and only the CDI Holder is entitled to payment in respect
of this Certificated Depositary Interest.

This Certificated Depositary Interest shall not be valid for any purpose until
it has been executed for and on behalf of The Bank of New York as Depositary.

                                      B-1

<PAGE>

AS WITNESS the manual signature of the Depositary.

As Depositary, without recourse, warranty or liability,

By: ________________________
    Name:
    Title:

ISSUED on

                                      B-2

<PAGE>

                     INCREASE IN VALUE AND DECREASE IN VALUE

The aggregate principal amount outstanding of this Certificated Depositary
Interest is shown by the latest entry made by or on behalf of the Depositary in
the fourth column below.

The following increases and decreases in principal amount outstanding of this
Certificated Depositary Interest have been made.

<TABLE>
<CAPTION>
                                                                          PRINCIPAL AMOUNT
                      AMOUNT OF DECREASE IN      AMOUNT OF INCREASE IN   OUTSTANDING OF THE
                         PRINCIPAL AMOUNT          PRINCIPAL AMOUNT         CERTIFICATED
                       OUTSTANDING OF THIS        OUTSTANDING OF THIS    DEPOSITARY INTEREST    NOTATION MADE BY OR
DATE OF INCREASE/          CERTIFICATED              CERTIFICATED          FOLLOWING SUCH         ON BEHALF OF THE
    DECREASE            DEPOSITARY INTEREST       DEPOSITARY INTEREST     DECREASE/INCREASE          DEPOSITARY
<S>                   <C>                        <C>                     <C>                    <C>
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
-----------------     ----------------------     ---------------------   -------------------    -------------------
</TABLE>

                                      C-1
<PAGE>

                                   SCHEDULE 8
                            FORM OF AGENCY AGREEMENT

                                  Schedule 8-1
<PAGE>

[CLIFFORD CHANCE LOGO]

                                                   LIMITED LIABILITY PARTNERSHIP

                                                                  EXECUTION COPY

                                Dated 19 May 2003

                             MARCONI CORPORATION PLC
                                   as Issuer,

                       THE INITIAL GUARANTORS NAMED HEREIN
                                 as Guarantors,

                     LAW DEBENTURE TRUST COMPANY OF NEW YORK
           as Trustee for the Guaranteed Senior Secured Notes due 2008

                               JPMORGAN CHASE BANK
           as Trustee for the Guaranteed Junior Secured Notes due 2008

                                     - and -

                              THE BANK OF NEW YORK
                          as Paying Agent and Registrar

        -------------------------------------------------------------------
                                AGENCY AGREEMENT
                                   relating to
                  Guaranteed Senior Secured Notes due 2008 and
                    Guaranteed Junior Secured Notes due 2008
        -------------------------------------------------------------------

<PAGE>

                                    CONTENTS
<TABLE>
<CAPTION>
CLAUSE                                                                                                    PAGE
<S>                                                                                                       <C>
1.     Definitions and Interpretation.................................................................      2
2.     Appointment....................................................................................      3
3.     Authentication and Exchange of the Notes.......................................................      4
4.     Payment to the Paying Agent....................................................................      4
5.     Notification of Non-Payment by the Issuer......................................................      5
6.     Duties of the Paying Agent.....................................................................      5
7.     Paying Agent to Act for Trustee................................................................      7
8.     Reimbursements of the Paying Agent.............................................................      7
9.     Notice of any Withholding or Deduction.........................................................      7
10.    Duties of the Registrar........................................................................      7
11.    Regulations for Transfer of Definitive Registered Notes........................................      9
12.    Redemptions....................................................................................      9
13.    Publication of Notices.........................................................................     10
14.    Cancellation, Destruction and Records..........................................................     10
15.    Issue of Replacement Notes.....................................................................     11
16.    Copies of the Documents available for Inspection...............................................     11
17.    Commissions and Expenses.......................................................................     11
18.    Indemnity......................................................................................     12
19.    Repayment by Paying Agent......................................................................     12
20.    Conditions of Appointment......................................................................     13
21.    Resignation and Removal; Appointment of Successors.............................................     16
22.    Additional Guarantors party to this agreement..................................................     18
23.    Meetings of Junior or Senior Noteholders.......................................................     18
24.    Notices........................................................................................     19
25.    Taxes..........................................................................................     20
26.    Effect of Headings.............................................................................     20
27.    Successors and Assigns.........................................................................     20
28.    Severability Clause............................................................................     20
29.    Governing Law and Jurisdiction.................................................................     20
30.    Counterparts...................................................................................     22

SCHEDULE 1           INITIAL GUARANTORS...............................................................     38

SCHEDULE 2           FORM OF GUARANTOR ACCESSION LETTER...............................................     42
</TABLE>

<PAGE>

THIS AGREEMENT is made on 19 May 2003

AMONG:

(1)      MARCONI CORPORATION PLC, a public limited company incorporated under
         the laws of England and Wales (the "ISSUER");

(2)      THE INITIAL GUARANTORS listed in Schedule 1 hereto (the "INITIAL
         GUARANTORS") and their respective successors and such other persons as
         may from time to time become party hereto as Guarantors and their
         respective successors (each a "GUARANTOR" and together the
         "GUARANTORS");

(3)      LAW DEBENTURE TRUST COMPANY OF NEW YORK as trustee of the Senior Notes
         defined below (the "SENIOR NOTE TRUSTEE"); and

(4)      JPMORGAN CHASE BANK as trustee of the Junior Notes defined below (the
         "JUNIOR NOTE TRUSTEE" and, together with the Senior Note Trustee, the
         "TRUSTEES"); and

(5)      THE BANK OF NEW YORK as Paying Agent and Registrar.

RECITALS

(A)      The Issuer, the Initial Guarantors and the Senior Note Trustee have, on
         or about the date of this Agreement, executed an indenture (the "SENIOR
         NOTE INDENTURE") relating to the Guaranteed Senior Secured Notes due
         2008 of the Issuer (the "SENIOR NOTES"), and the Issuer, the Guarantors
         and the Junior Note Trustee have, on or about the date of this
         Agreement, executed an indenture (the "JUNIOR NOTE INDENTURE" and,
         together with the Senior Note Indenture, the "INDENTURES") relating to
         the Guaranteed Junior Secured Notes due 2008 of the Issuer (the "JUNIOR
         NOTES" and, together with the Senior Notes, the "NOTES").

(B)      The Issuer and the Guarantors desire to appoint the Bank of New York as
         Paying Agent and Registrar with respect to the Senior Notes and the
         Junior Notes.

(C)      On issue, the Senior Notes will be represented by one or more Global
         Senior Notes and the Junior Notes will be represented by one or more
         Global Junior Notes, in each case in bearer form. The Notes will be
         issued pursuant to exemptions from, or in transactions not subject to,
         the registration requirements of the United States Securities Act of
         1933, as amended (the "SECURITIES ACT"), including the exemption
         provided by Section 3(a)(10) thereof, and the Notes have not been and
         will not be registered under the Securities Act or the securities laws
         of any state of the United States.

(D)      On issue, the Global Notes will be deposited with The Bank of New York,
         as depositary (the "DEPOSITARY") under the Deposit Agreement (the
         "DEPOSIT AGREEMENT") dated as of May 19, 2003 between the Issuer and
         the Depositary. Pursuant to the Deposit Agreement, the Depositary will
         issue CDIs, as defined below, to DTC and to Euroclear and/or
         Clearstream, Luxembourg, which together represent a 100 per cent.
         interest in each underlying Global Note. Upon acceptance by DTC,
         Euroclear and/or Clearstream, Luxembourg of the relevant CDIs for entry
         into their respective book-entry settlement systems, beneficial
         interests in such CDIs (the "BOOK-ENTRY INTERESTS") will be issued by

                                      - 1 -

<PAGE>

         DTC, Euroclear and/or Clearstream, Luxembourg and traded through their
         respective book-entry systems.

(E)      Book-Entry Interests will be transferable only as units in the same
         authorized denominations as the Notes of the Tranche to which they
         correspond. Unless any Tranche of Notes is exchanged in whole or in
         part for other securities of the Issuer, or the Global Note of such
         Tranche is exchanged for Notes of such Tranche in definitive registered
         form ("DEFINITIVE REGISTERED SENIOR NOTES" or "DEFINITIVE REGISTERED
         JUNIOR NOTES", as the case may be), the CDIs representing any Notes of
         a Tranche held by DTC, Euroclear and/or Clearstream, Luxembourg may not
         be transferred except as a whole between DTC, Euroclear and/or
         Clearstream, Luxembourg, a nominee of DTC, the nominee of a common
         depositary for Euroclear and Clearstream, Luxembourg or their
         respective successors.

THE PARTIES AGREE AS FOLLOWS:

1.       DEFINITIONS AND INTERPRETATION

1.1      Terms defined in the Senior Note Indenture and not otherwise defined in
         this Agreement shall have the same meanings when used in this Agreement
         as regards to the Senior Notes, the Definitive Registered Senior Notes
         or the Senior Note Trustee. Terms defined in the Junior Note Indenture
         and not otherwise defined in this Agreement shall have the same
         meanings when used in this Agreement as regards to the Junior Notes,
         the Definitive Registered Junior Notes or the Junior Note Trustee. The
         following terms, as used in this Agreement, shall have the following
         meanings:

         "BUSINESS DAY" means a day (other than Sunday or Saturday) on which
         commercial banks in the locations specified (or if no locations are
         specified, in London and New York) are open for general business.

         "CDI" means, in respect of DTC, certificateless depositary interests,
         and in respect of Euroclear and Clearstream, Luxembourg, certificated
         depositary interests, in each case representing interests in a Global
         Note.

         "DEFINITIVE REGISTERED JUNIOR NOTES" means Junior Notes in definitive
         registered form.

         "DEFINITIVE REGISTERED NOTES" means the Definitive Registered Senior
         Notes and the Definitive Registered Junior Notes.

         "DEFINITIVE REGISTERED SENIOR NOTES" means Senior Notes in definitive
         registered form.

         "GLOBAL NOTES" means, in the case of the Senior Notes, Global Senior
         Notes, and in the case of the Junior Notes, Global Junior Notes.

         "OFFICERS' CERTIFICATE" means, with respect to the Issuer or any
         Guarantor, a certificate signed in the name of the Issuer or such
         Guarantor, as the case my be, by any two Officers of the Issuer or such
         Guarantor, as the case may be, complying with the requirements of the
         applicable Indenture as provided therein.

                                      - 2 -

<PAGE>

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
         employee of or counsel for the Issuer or any Guarantor, and who shall
         be reasonably acceptable to the Paying Agent and Registrar.

         "PAYING AGENT" means, with respect to the Senior Notes or the Junior
         Notes, as the case may be, initially The Bank of New York and
         thereafter, any person (other than the Issuer, any Guarantor or any
         Affiliate of the Issuer or any Guarantor) authorized by the Issuer to
         pay the principal of, premium, if any, and interest and Additional
         Amounts, if any, on the Senior Notes or the Junior Notes, as the case
         may be, on behalf of the Issuer pursuant to Clause 21 of this
         Agreement.

         "REGISTRAR" means, with respect to the Senior Notes or the Junior
         Notes, as the case may be, any office or agency maintained by the
         Issuer, which initially shall be The Bank of New York, where Definitive
         Registered Senior Notes or Definitive Registered Junior Notes, as the
         case may be, may be presented for transfer, exchange or payment under
         the applicable Indenture.

         "SPECIFIED OFFICE" means, with respect to the Paying Agent and the
         Registrar, the office of the Paying Agent and the Registrar, as the
         case may be, specified in Clause 24 or any other specified offices as
         may from time to time be duly notified in accordance with Clause 24.

         "TRANCHE" means either (1) the Senior Notes or (2) the Junior Notes, as
         the case may be.

1.2      Unless the context otherwise requires:

         (a)      all references herein to Clauses or Schedules refer to Clauses
                  of, or Schedules to, this Agreement, unless otherwise
                  indicated;

         (b)      "OR" is not exclusive;

         (c)      "INCLUDING" means including without limitation; and

         (d)      words in the singular include the plural and words in the
                  plural include the singular.

1.3      References in this Agreement to principal, premium or interest on any
         Tranche of Notes shall include any Additional Amounts, as such term is
         defined in the applicable Indenture, payable pursuant to the Notes of
         such Tranche and the applicable Indenture.

2.       APPOINTMENT

         The Issuer, the Guarantors and, for the purposes of Clause 7 only, the
         Trustees hereby appoint, on the terms and subject to the conditions of
         this Agreement, The Bank of New York at its specified office as paying
         agent for each of the Senior Notes and the Junior Notes (in that
         capacity, the "PAYING AGENT", which expression shall include any
         replacement of or successor to the Paying Agent appointed by the Issuer
         and the Guarantors in relation to the Senior Notes and/or the Junior
         Notes, as the case may be, pursuant to Clause 21) and, in the event
         Definitive Registered Senior Notes or Definitive Registered Junior
         Notes are issued in respect of the Senior Notes or the Junior Notes, as
         the case may be, as registrar (in that capacity, the "REGISTRAR", which
         expression shall

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<PAGE>

         include any replacement of or successor to the Registrar appointed by
         the Issuer in relation to the Definitive Registered Senior Notes or
         Definitive Registered Junior Notes, as the case may be, pursuant to
         Clause 21).

3.       AUTHENTICATION AND EXCHANGE OF THE NOTES

3.1      Immediately upon issue, the Issuer shall deliver the duly executed and
         completed Global Notes to or to the order of the Paying Agent. The
         Paying Agent is authorised, upon receiving written instructions from
         the Issuer to do so, to authenticate the Global Notes and deliver them
         to the Depositary to be held upon the terms of the Deposit Agreement.

3.2      If, in accordance with the applicable Indenture, Definitive Registered
         Notes of a Tranche are to be issued, the Issuer shall, at least 30 days
         before the date on which a Global Note may be exchanged for Definitive
         Registered Notes of such Tranche, cause sufficient Definitive
         Registered Notes of such Tranche to be executed and delivered to the
         Paying Agent, together with a written order for the authentication of
         such Definitive Registered Notes.

3.3      In order to receive the Definitive Registered Notes of a Tranche, the
         bearer of the Global Note of such Tranche must provide the Paying Agent
         with a written order containing the instructions and such other
         information as the Issuer and the Paying Agent may require to complete,
         execute and deliver the Definitive Registered Notes of such Tranche
         including the name and address of each person in whose name such
         Definitive Registered Notes are to be registered. The Paying Agent will
         provide the Registrar with full details of any Definitive Registered
         Senior Notes or Definitive Registered Junior Notes, as the case may be,
         issued so that the Registrar may make the appropriate entries in the
         Senior Note Register or Junior Note Register, as the case may be, as
         provided in Clause 10.

3.4      Upon receipt of the documents referred to in Clause 3.2 and Clause 3.3,
         presentation of the Global Note of a Tranche to the Paying Agent and
         receipt of the written order of the Issuer, the Paying Agent shall
         arrange for the authentication and delivery to, or to the order of, the
         person or persons named in the order referred to in Clause 3.3 of
         Definitive Registered Notes, of such Tranche, registered in the name or
         names requested by those person or persons and the Paying Agent shall
         procure the corresponding reduction of the principal amount of the
         Global Note of such Tranche in exchange for which the Definitive
         Registered Notes are issued, by annotation in the relevant Schedule to
         such Global Note of such Tranche accordingly.

3.5      Definitive Registered Senior Notes and Definitive Registered Junior
         Notes will be issued substantially in the forms set out in Exhibit B to
         the Senior Note Indenture and Exhibit B of the Junior Note Indenture,
         as the case may be. Exchange of Definitive Registered Senior Notes and
         Definitive Registered Junior Notes shall be made only in accordance
         with the applicable Indenture.

4.       PAYMENT TO THE PAYING AGENT

4.1      The Issuer, failing whom, the Guarantors shall, not later than 5:00
         p.m. (London time) on the Business Day preceding each date on which any
         payment of:

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<PAGE>

         (a)      principal;

         (b)      premium;

         (c)      interest;

         (d)      Additional Amounts, if any; or

         (e)      any other amount,

         in respect of the Senior Notes or the Junior Notes, as the case may be,
         becomes due and payable, transfer to an account or accounts specified
         by the Paying Agent the amount or amounts in the Relevant Currency for
         such Notes for the purposes of the payment in immediately available
         funds.

4.2      The Issuer, failing whom, the Guarantors shall ensure that, not later
         than 5:00 p.m. (London time) on the second Business Day immediately
         preceding the date on which any payment is to be made to the Paying
         Agent pursuant to Clause 4.1, the Paying Agent receives a copy of an
         irrevocable payment instruction to the bank through which the payment
         is to be made that the money referred to in Clause 4.1 will be
         transferred in accordance with that Clause.

5.       NOTIFICATION OF NON-PAYMENT BY THE ISSUER

5.1      The Paying Agent shall, as soon as reasonably practicable, notify the
         applicable Trustee and, if Definitive Registered Senior Notes or
         Definitive Registered Junior Notes have been issued, the Registrar if:

         (a)      either (i) the Paying Agent has not by the relevant date and
                  time specified in Clause 4.1 received unconditionally the full
                  amount required for the payment specified in Clause 4.1 or
                  (ii) the Paying Agent has not by the relevant date and time
                  specified in Clause 4.2 received a copy of the irrevocable
                  payment instruction referred to in Clause 4.2; and

         (b)      the Paying Agent receives unconditionally the full amount of
                  any sum payable in respect of the Senior Notes or Junior
                  Notes, as the case may be, after that date.

5.2      If the Paying Agent receives an instruction from the Issuer or any
         Guarantor, as the case may be, to do so, the Paying Agent shall, at the
         expense of the Issuer or such Guarantor, as the case may be, as soon as
         reasonably practicable, upon receipt of any amount as described in
         Clause 5.1(b), cause notice of that receipt to be published in
         accordance with the instruction under the applicable Indenture.

6.       DUTIES OF THE PAYING AGENT

6.1      The Paying Agent shall act as paying agent of the Issuer and the
         Guarantors in respect of the Global Senior Notes and the Global Junior
         Notes, and pay or cause to be paid on behalf of the Issuer and the
         Guarantors, on and after each date on which any payment becomes due and
         payable, the amounts of principal, premium (if any), interest,
         Additional Amounts, if any, or any other amount then payable in respect
         of the Global

                                      - 5 -

<PAGE>

         Senior Notes and the Global Junior Notes, as the case may be, against,
         in the case of final payment in full, surrender, at the office of the
         Paying Agent, to or to the order of the bearer of the Global Note of
         the applicable Tranche, by transfer to an account maintained by the
         payee as prescribed by Section 2.09 of the Senior Note Indenture or
         Section 2.09 of the Junior Note Indenture, as the case may be.

6.2      The Paying Agent shall act as paying agent of the Issuer and the
         Guarantors in respect of the Definitive Registered Senior Notes and the
         Definitive Registered Junior Notes, and pay or cause to be paid on
         behalf of the Issuer and the Guarantors, on and after each date on
         which any payment becomes due and payable, the amounts of principal,
         premium (if any), interest, Additional Amounts, if any, or any other
         amount then payable in respect of the Definitive Registered Senior
         Notes and the Definitive Registered Junior Notes, as the case may be,
         against, in the case of final payment in full, surrender, of the
         Definitive Registered Notes of the applicable Tranche at the office of
         the Paying Agent, or to the order of the Holder of the Applicable
         Definitive Registered Note by transfer to an account maintained by the
         payee as prescribed by Section 2.09 of the Senior Note Indenture or
         Section 2.09 of the Junior Note Indenture, as the case may be. Payments
         of interest in respect of the Definitive Registered Notes of a Tranche
         will be made by transfer on the due date to an account maintained by
         the Holder of the applicable Definitive Registered Notes (the account
         details of which appear on the Register for the applicable Tranche) on
         the applicable Regular Record Date or Special Record Date or if
         requested by the Holder of the applicable Definitive Registered Notes,
         by cheque payable to the Holder mailed on the relevant due date (or if
         that is not a Business Day, the immediately succeeding Business Day) to
         the Holder (or to the first named of joint Holders) of the applicable
         Definitive Registered Notes at his address shown on the applicable
         Register on the applicable Regular Record Date or Special Record Date.

6.3      If default is made by the Issuer and the Guarantors in respect of any
         payment, unless and until the full amount of the payment has been made
         under the terms of this Agreement (except as to the time of making the
         same) or other arrangements satisfactory to the Paying Agent have been
         made, the Paying Agent shall not be bound to make any payments out of
         its own funds.

6.4      If on presentation of a Definitive Registered Note the amount payable
         in respect of such Definitive Registered Note is not paid in full
         (otherwise than as a result of withholding or deduction required by law
         for or on account of any taxes, duties, assessments or governmental
         charges of whatever nature) the Paying Agent to whom such Definitive
         Registered Note is presented shall procure that such Definitive
         Registered Note is enfaced with a memorandum of the amount, if any,
         paid and the date of any payment.

6.5      The Issuer shall deliver to the Paying Agent for the performance of its
         duties under this Agreement from time to time so long as any Senior
         Note or Junior Note, as the case may be, is outstanding sufficient duly
         executed Definitive Registered Senior Notes or Definitive Registered
         Junior Notes, as the case may be, as may be required for the
         performance of the Paying Agent's duties. The Paying Agent will
         authenticate those duly executed Definitive Registered Senior Notes or
         Definitive Registered Junior Notes, as the case may be, upon a written
         order supplied by the Issuer.

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<PAGE>

7.       PAYING AGENT TO ACT FOR TRUSTEE

         If any Event of Default under an Indenture occurs, the Paying Agent
         shall, if so required by notice given by the applicable Trustee to the
         Issuer, the Guarantors and the Paying Agent (or such of them as are
         specified by the applicable Trustee):

         (a)      act thereafter, until otherwise instructed by the applicable
                  Trustee, as the agent of the applicable Trustee in relation to
                  payments to be made by or on behalf of the applicable Trustee
                  under the applicable Indenture (save that the applicable
                  Trustee's liability for the indemnification of the Paying
                  Agent shall be limited to the amounts for the time being held
                  by the applicable Trustee on the trusts of the applicable
                  Indenture and available to the applicable Trustee for such
                  purpose) and thereafter to hold all Definitive Registered
                  Senior Notes or Definitive Registered Junior Notes, as the
                  case may be, and all sums, documents and records held by them
                  in respect of the Notes of the applicable Tranche on behalf of
                  the applicable Trustee; and/or

         (b)      deliver up the Definitive Registered Senior Notes or the
                  Definitive Registered Junior Notes, as the case may be, and
                  all sums, documents and records held by it in respect of the
                  Notes of such Tranche to the applicable Trustee or as the
                  applicable Trustee shall direct in such notice; provided,
                  however, that such notice shall not be deemed to apply to any
                  document or record which the Paying Agent is obliged not to
                  release by any law or regulation.

8.       REIMBURSEMENTS OF THE PAYING AGENT

         If the Paying Agent makes a payment in respect of Notes of a Tranche on
         or after the due date for such payment under the applicable Indenture
         at a time at which the Paying Agent has not received the full amount of
         the relevant payment due to it under Clause 4.1, the Issuer, failing
         which, the Guarantors shall from time to time on demand pay to the
         Paying Agent for the account of such Paying Agent the amount so paid
         out by such Paying Agent and not so reimbursed to it provided, however,
         that any payment made hereunder shall satisfy pro tanto the obligations
         of the Issuer or, as the case may be, the Guarantors under Clause 4.

9.       NOTICE OF ANY WITHHOLDING OR DEDUCTION

         If the Issuer or any Guarantors are, in respect of any payment in
         respect of the Senior Notes or the Junior Notes, as the case may be,
         compelled to withhold or deduct any amount for or on account of any
         taxes as contemplated by the applicable Indenture, the Issuer or such
         Guarantors shall give notice to the Paying Agent and the applicable
         Trustee as soon as the Issuer or, as the case may be, such Guarantors
         become aware of the requirement to make the withholding or deduction
         and shall give to the Paying Agent and the applicable Trustee the
         information that the Paying Agent shall require to enable each to
         comply with the requirement on behalf of the Issuer.

10.      DUTIES OF THE REGISTRAR

10.1     The Registrar shall, subject to Clause 10.2, so long as any Definitive
         Registered Senior Note or Definitive Registered Junior Note, as the
         case may be, is Outstanding:

                                      - 7 -

<PAGE>

         (a)      maintain at its specified office a register in respect of the
                  Holders of the Definitive Registered Senior Notes (the "SENIOR
                  NOTE REGISTER") and a register in respect of the Holders of
                  the Definitive Registered Junior Notes (the "JUNIOR NOTE
                  REGISTER"), as the case may be, which shall show (i) the
                  nominal amounts and the serial numbers of the Definitive
                  Registered Senior Notes and the Definitive Registered Junior
                  Notes, as the case may be, (ii) the dates of issue of all
                  Definitive Registered Senior Notes and all Definitive
                  Registered Junior Notes, as the case may be, (iii) all
                  subsequent transfers and changes of ownership of the
                  Definitive Registered Senior Notes and the Definitive
                  Registered Junior Notes, as the case may be, (iv) the names
                  and addresses of the Holders of the Definitive Registered
                  Senior Notes and the Definitive Registered Junior Notes, as
                  the case may be, (v) all cancellations of the Definitive
                  Registered Senior Notes and the Definitive Registered Junior
                  Notes, as the case may be, whether because of their purchase
                  by the Issuer or any of its Subsidiaries, their replacement or
                  otherwise and (vi) all replacements of the Definitive
                  Registered Senior Notes and the Definitive Registered Junior
                  Notes, as the case may be (subject, where appropriate, in the
                  case of (v), to the Registrar having been notified as provided
                  in this Agreement);

         (b)      register all transfers of the Definitive Registered Senior
                  Notes and the Definitive Registered Junior Notes, as the case
                  may be, provided that the Registrar shall register the
                  transfer as requested only if such Definitive Registered Notes
                  are presented or surrendered for registration of transfer and
                  are endorsed or accompanied by a written instrument of
                  transfer in a form satisfactory to the Registrar duly executed
                  by the applicable Holder or by his authority;

         (c)      receive any document in relation to or affecting the title to
                  any of the Definitive Registered Senior Notes or Definitive
                  Registered Junior Notes, as the case may be, including all
                  forms of transfer, forms of exchange, probates, letters of
                  administration and powers of attorney;

         (d)      prepare all lists of Holders of the Definitive Registered
                  Senior Notes and the Definitive Registered Junior Notes, as
                  the case may be, as are from time to time reasonably requested
                  in writing by the Issuer, the applicable Trustee or the Paying
                  Agent or any person authorised by any of them;

         (e)      subject to applicable laws and regulations, at all reasonable
                  times during the Registrar's regular office hours make the
                  Senior Note Register or Junior Note Register, as the case may
                  be, available to the Issuer, the applicable Trustee and the
                  Paying Agent or any person authorised by any of them or the
                  Holder of any Definitive Registered Senior Notes or Definitive
                  Registered Junior Notes, as the case may be, for inspection
                  and for the taking of copies or extracts; and

         (f)      comply with the proper and reasonable written requests of the
                  Issuer with respect to the maintenance of the Senior Note
                  Register or Junior Note Register, as the case may be, and give
                  to the Paying Agent the information that it reasonably
                  requires for the proper performance of its duties.

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<PAGE>

10.2     Notwithstanding anything to the contrary in this Agreement, the
         Registrar shall not be required, unless so directed by the Issuer, (a)
         to issue, to register the transfer of, or to exchange Definitive
         Registered Senior Notes or Definitive Registered Junior Notes, as the
         case may be, during a period beginning at the opening of business on
         the day falling 15 days before the day of any selection of the
         Definitive Registered Senior Notes or the Junior Notes, as the case may
         be, for redemption under Section 3.03 of the Senior Note Indenture or
         Section 3.03 of the Junior Note Indenture, as the case may be, and
         ending at the close of business on the day of selection, (b) to
         register the transfer of or to exchange any Definitive Registered
         Senior Notes or the Definitive Registered Junior Notes, as the case may
         be, so selected for redemption in whole or in part, except the
         unredeemed portion of any Definitive Registered Senior Note or
         Definitive Registered Junior Note, as the case may be, Notes being
         redeemed in part or (c) to register the transfer of or to exchange a
         Definitive Registered Senior Note or Definitive Registered Junior Note,
         as the case may be, between a Regular Record Date for the Senior Notes
         or the Junior Notes, as the case may be, and the next succeeding Senior
         Note Interest Payment Date or Junior Note Interest Payment Date, as the
         case may be.

10.3     The Registrar shall:

         (a)      accept each Definitive Registered Senior Note or Definitive
                  Registered Junior Note, as the case may be, delivered to it
                  with (i) a written instrument of transfer in a form
                  satisfactory to it duly executed by the relevant Holder or by
                  his attorney, duly authorised in writing and (ii) all relevant
                  details to enable it to issue the relevant Definitive
                  Registered Notes in accordance with each request; and

         (b)      charge to the Holder of any Definitive Registered Notes
                  presented for transfer a sum sufficient to cover any stamp
                  duty reserve tax, stamp duty, court or documentary taxes, or
                  any other excise or property taxes, charges or similar levies
                  or taxes in connection therewith.

11.      REGULATIONS FOR TRANSFER OF DEFINITIVE REGISTERED NOTES

         The Issuer may from time to time agree with the Registrar reasonable
         regulations to govern the transfer and registration of Definitive
         Registered Senior Notes or Definitive Registered Junior Notes, as the
         case may be. The Registrar agrees to comply with the regulations as
         amended from time to time.

12.      REDEMPTIONS

12.1     If the Issuer is required to or elects to redeem all or some of the
         Senior Notes or the Junior Notes, as the case may be, as permitted or
         required by the applicable Indenture, it shall give notice as
         prescribed in Section 3.02 of the Senior Note Indenture or Section 3.02
         of the Junior Note Indenture, as the case may be.

12.2     If Definitive Registered Senior Notes or Definitive Registered Junior
         Notes, as the case may be, have been issued and partial redemption of
         the Senior Notes or the Junior Notes, as the case may be, is to be
         effected, selection of such Notes shall be in accordance with Section
         3.03 of the Senior Note Indenture or Section 3.03 of the Junior Note
         Indenture, as applicable.

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<PAGE>

12.3     If any Note of a Tranche is to be redeemed in part only, the notice of
         redemption that relates to such Note of such Tranche shall state the
         portion of the principal amount of such Note of such Tranche to be
         redeemed. In the case of Global Notes of a Tranche the applicable
         Global Note of such Tranche will be written down on behalf of the
         Issuer to reflect the redemption in whole or in part of the Notes of
         such Tranche represented thereby.

13.      PUBLICATION OF NOTICES

         On behalf of and at the request and expense of the Issuer or any
         Guarantor, the Paying Agent shall cause to be published in the manner
         reasonably requested in writing by the Issuer or such Guarantor all
         notices required to be given by the Issuer or such Guarantor under the
         applicable Indenture. If publication as provided above is not
         practicable, notice will be given in such other manner, and shall be
         deemed to have been given on such date, as the applicable Trustee may
         approve. If any Notes of a Tranche are represented by Global Notes of
         such Tranche held by the Depositary, all notices with respect to such
         Global Notes of such Tranche shall be sent to such Depositary, or its
         nominee, and such Depositary shall communicate such notices to DTC,
         Euroclear and/or Clearstream, Luxembourg, or their respective nominees,
         in accordance with this agreement. Such notices to the Depositary shall
         be in lieu of and in substitution for the notices otherwise required by
         this paragraph.

14.      CANCELLATION, DESTRUCTION AND RECORDS

14.1     All Notes which are redeemed in full shall be cancelled forthwith by
         (i) in the case of Definitive Registered Notes, the removal of the
         relevant Holder's name from the Senior Note Register or the Junior Note
         Register, as the case may be, by the Registrar or (ii) in the case of
         Notes represented by a Global Note, notation by or on behalf of the
         Paying Agent in the schedule to such Global Note of the reduction in
         the principal amount of such Global Note.

14.2     The Paying Agent shall, within four months after the date of any
         redemption or any payment in respect of any Notes of a Tranche, send to
         the Issuer and the applicable Trustee a certificate stating the
         aggregate principal amount of such Notes of such Tranche which have
         been redeemed and cancelled or, as the case may be, the aggregate
         amount paid in respect of principal, premium (if any) and interest and
         Additional Amounts, if any, in respect of such Notes of such Tranche.

14.3     The Paying Agent shall destroy or procure the destruction of all
         certificates in its possession relating to cancelled Definitive
         Registered Notes and send the Issuer, the applicable Trustee and the
         Registrar a certificate of destruction giving the certificate numbers
         of such Definitive Registered Notes in numerical sequence.

14.4     The Paying Agent shall keep records of the payment, redemption,
         replacement, cancellation and destruction of all Senior Notes and all
         Junior Notes, as the case may be. It shall make such records available
         at all reasonable times to the Issuer and the applicable Trustee.

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15.      ISSUE OF REPLACEMENT NOTES

15.1     The Issuer shall (but only if Definitive Registered Senior Notes or
         Definitive Registered Junior Notes, as the case may be, are issued)
         cause a sufficient quantity of additional forms of Definitive
         Registered Senior Notes or Definitive Registered Junior Notes, as the
         case may be, to be made available, upon request, to the Paying Agent,
         for the purpose of issuing replacement Definitive Registered Senior
         Notes or Definitive Registered Junior Notes, as the case may be. The
         Paying Agent shall authenticate any such Definitive Registered Notes
         which the Issuer requires for the purpose of issuing replacement
         Definitive Registered Notes.

15.2     The Paying Agent shall issue replacement Global Notes, and the Paying
         Agent shall issue replacement Definitive Registered Notes, in each
         case, in accordance with the reasonable written instructions of the
         Issuer.

15.3     In accordance with Section 2.07 of the Senior Note Indenture and
         Section 2.07 of the Junior Note Indenture, as the case may be, the
         Paying Agent or, as the case may be, the Registrar shall cancel and,
         unless otherwise instructed by the Issuer, destroy any mutilated or
         defaced Senior Notes or Junior Notes, as the case may be, replaced by
         it and shall send the Issuer, the applicable Trustee and, in the case
         of the Registrar, the Paying Agent a certificate giving the information
         specified in Clause 14.3.

15.4     An indemnity, for an amount sufficient in the judgment of the Issuer,
         the Paying Agent and, in the case of a Definitive Registered Note, the
         Registrar, to protect the Issuer, the Paying Agent and, in the case of
         a Definitive Registered Note, the Registrar, from any loss which any of
         them may suffer if any Note is replaced, may be required by the
         Registrar, in the case of a Definitive Registered Note, or the Issuer
         or the Paying Agent. The Issuer may charge the relevant Holder for the
         expenses of the Issuer in replacing such Note.

16.      COPIES OF THE DOCUMENTS AVAILABLE FOR INSPECTION

         The Paying Agent shall hold copies of the Senior Note Indenture and the
         Junior Note Indenture, this Agreement and the Deposit Agreement
         available for inspection by the Holders of the applicable Notes at its
         specified office. For this purpose, the Issuer shall furnish the Paying
         Agent with sufficient copies of each of such documents.

17.      COMMISSIONS AND EXPENSES

17.1     The Issuer, failing whom, the Guarantors shall pay to the Paying Agent
         the fees and expenses in respect of the services of the Paying Agent
         under this Agreement as have been agreed in writing between the Issuer
         and the Paying Agent together with all reasonable expenses (including
         irrecoverable amounts in respect of value added tax) incurred by the
         Paying Agent in connection with the Paying Agent's services under this
         Agreement.

17.2     The Issuer, failing whom, the Guarantors shall also pay to the Paying
         Agent an amount equal to any value added tax which may be payable in
         respect of the amounts mentioned in Clause 17.1 above and which shall
         be payable at the same time as such amounts.

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18.      INDEMNITY

18.1     Each of the Issuer and the Guarantors indemnifies, jointly and
         severally, on an after-tax basis, the Paying Agent, the Registrar and
         their respective directors, officers, employees and controlling persons
         against all losses, liabilities, costs, claims, actions, damages,
         expenses or demands (including, but not limited to, all reasonable
         costs, charges and expenses paid or incurred in disputing or defending
         the foregoing) which any of them may incur or which may be made against
         any of them as a result of or in connection with the appointment or the
         exercise of the powers and duties by the Paying Agent or the Registrar,
         as the case may be, under this Agreement except as may result from the
         wilful default or negligence of the Paying Agent or the Registrar, as
         the case may be, or that of their respective directors, officers,
         employees or controlling persons.

18.2     The Paying Agent severally indemnifies, on an after-tax basis, the
         Issuer and the Guarantors and their respective directors, officers,
         employees and controlling persons against all losses, liabilities,
         costs, claims, actions, damages, expenses or demands (including, but
         not limited to, all reasonable costs, charges and expenses paid or
         incurred in disputing or defending the foregoing) which any of them may
         incur or which may be made against any of them as a result of the
         Paying Agent's wilful default or negligence or that of the Paying
         Agent's directors, officers, employees or controlling persons.

18.3     The Registrar severally indemnifies, on an after-tax basis, the Issuer
         and the Guarantors and their respective directors, officers, employees
         and controlling persons against all losses, liabilities, costs, claims,
         actions, damages, expenses or demands (including, but not limited to,
         all reasonable costs, charges and expenses paid or incurred in
         disputing or defending the foregoing) which any of them may incur or
         which may be made against any of them as a result of the Registrar's
         wilful default or negligence or that of the Registrar's directors,
         officers, employees or controlling persons.

18.4     This Clause 18 survives the termination of this Agreement.

19.      REPAYMENT BY PAYING AGENT

         Any money deposited with the Senior Note Trustee or the Junior Note
         Trustee, as the case may be, or any Paying Agent in trust for the
         payment of the principal of (and premium, if any), interest or
         Additional Amounts, if any, on any Senior Notes or Junior Notes, as the
         case may be, and remaining unclaimed for two years after such principal
         (and premium, if any), interest or Additional Amounts, if any, have
         become due and payable shall be paid to the Issuer on Issuer Request;
         and the Holder of such Senior Notes or Junior Notes, as the case may
         be, shall thereafter, as an unsecured general creditor, look only to
         the Issuer for payment thereof, and all liability of the relevant
         Trustee or such Paying Agent with respect to such trust money, and all
         liability of the Issuer as trustee thereof, shall thereupon cease;
         provided, however, that the applicable Trustee or such Paying Agent,
         before being required to make any such repayment, may at the expense of
         the Issuer give to each such Holder in the manner provided in the
         applicable Indenture, notice that such money remains unclaimed and
         that, after a date specified therein, which shall not be less than 30
         days after the date of such notice, any unclaimed balance of such money
         then remaining will promptly be repaid to the Issuer.

                                     - 12 -

<PAGE>

20.      CONDITIONS OF APPOINTMENT

20.1     The Paying Agent and Registrar undertake to perform the duties and only
         the duties that are specifically set out in this Agreement and any
         duties as necessary or incidental to such duties.

20.2     The Paying Agent and Registrar undertake to act severally and not
         jointly in the performance of their respective duties as Paying Agent
         and Registrar as set forth in this Agreement with respect to the Senior
         Notes and the Junior Notes, as the case may be.

20.3     No provision of this Agreement shall be construed to relieve the Paying
         Agent or the Registrar from liability for their own negligent action,
         their own negligent failure to act, or their own wilful misconduct,
         except that:

         (a)      the duties and obligations of the Paying Agent and the
                  Registrar with respect to the Senior Notes and the Junior
                  Notes, as the case may be, shall be determined solely by the
                  express provisions of this Agreement and the Paying Agent and
                  the Registrar shall not be liable except for the performance
                  of those duties and obligations with respect to the Paying
                  Agent and the Registrar as are specifically set forth in this
                  Agreement, and no implied covenants or obligations shall be
                  read into this Agreement against the Paying Agent or the
                  Registrar; and

         (b)      in the absence of bad faith on its part, each of the Paying
                  Agent and the Registrar may conclusively rely, upon any
                  written statements, certificates or opinions furnished to it
                  and conforming to the requirements of this Agreement and the
                  applicable Indenture, but in the case of any such statement,
                  certificate or opinion that by any provision of this Agreement
                  is specifically required to be furnished to it shall be under
                  a duty to examine the same to determine whether or not it
                  conforms to the requirements of this Agreement and the
                  applicable Indenture.

20.4     Neither the Paying Agent nor the Registrar shall be liable for any
         error of judgment made in good faith by any of their respective
         officers, unless it shall be proved that it was negligent in
         ascertaining the pertinent facts.

20.5     Neither the Paying Agent nor the Registrar shall be liable with respect
         to any action taken or omitted to be taken by it in good faith in
         accordance with the direction of the Issuer, the Guarantors or the
         applicable Trustee relating to the time, method and place of conducting
         any proceeding for any remedy available to them, or exercising any
         power conferred upon them, under this Agreement.

20.6     Without prejudice to Clause 6 of this Agreement, no provision of this
         Agreement shall require either the Paying Agent or the Registrar to
         expend or risk its own funds or otherwise incur any financial liability
         in the performance of any of its duties under this Agreement, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of those funds or adequate
         indemnity against that risk or liability within a reasonable time is
         not reasonably assured to it.

                                     - 13 -

<PAGE>

20.7     The Paying Agent and the Registrar do not owe any fiduciary duties to
         any person by virtue of this Agreement except as expressly set forth in
         this Agreement and any duties as necessary or incidental to such
         duties.

20.8     Except as otherwise set forth in this Agreement, neither the Paying
         Agent nor the Registrar shall be under any duty to monitor compliance
         with the securities or tax laws of the United States of America or any
         state of the United States of America, the United Kingdom or any other
         jurisdiction.

20.9     Neither the Paying Agent nor the Registrar shall assume any obligation
         or liability under this Agreement other than to use good faith and
         reasonable care in the performance of its duties under this Agreement.

20.10    Subject to the provisions of Clause 20.3:

         (a)      the Paying Agent and the Registrar may rely, and shall be
                  protected in acting or refraining from acting upon, any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, approval,
                  appraisal, note, debenture, security or other paper or
                  document believed by it to be genuine and to have been signed
                  or presented by the proper party or parties;

         (b)      any request, direction, order or demand of the Issuer or any
                  Guarantor mentioned in this Agreement shall be sufficiently
                  evidenced by an Officers' Certificate or any order or request
                  signed in the name of the Issuer or, as the case may be, any
                  Guarantor, by a director or the secretary of the Issuer or, as
                  the case may be, any Guarantor and any resolution of the Board
                  of Directors of the Issuer or, as the case may be, any
                  Guarantor may be sufficiently evidenced by a copy of that
                  resolution certified as an accurate copy by, and attached to,
                  an Officers' Certificate;

         (c)      each of the Paying Agent and the Registrar may consult with
                  counsel as to any legal matters relevant to the Paying Agent's
                  or Registrar's performance of its duties under this Agreement
                  and the advice of that counsel shall be full and complete
                  authorisation and protection with respect to any action taken,
                  suffered or omitted by it under this Agreement in good faith
                  and in reliance on and in accordance with that advice provided
                  that the Paying Agent or the Registrar, as the case may be,
                  has provided all facts which, in the opinion of the Paying
                  Agent or Registrar, as the case may be, are pertinent to the
                  matter in respect of which counsel's advice is sought;

         (d)      neither the Paying Agent nor the Registrar shall be bound to
                  make any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, approval,
                  appraisal, debenture, note, security, or other paper or
                  document, but each of the Paying Agent and the Registrar in
                  its discretion, may make reasonable further inquiry or
                  investigation, into the facts or matters related to the
                  issuance of the Notes and if either the Paying Agent or the
                  Registrar shall determine to make further inquiry or
                  investigation, it shall be entitled to

                                     - 14 -

<PAGE>

                  examine the books, records and premises of the Issuer, at
                  reasonable times during normal business hours, personally or
                  by agent or attorney;

         (e)      each of the Paying Agent and the Registrar may execute any of
                  its powers under this Agreement or perform any of its duties
                  under this Agreement either directly or by or through agents
                  or attorneys and, provided it has taken reasonable care in the
                  selection of those agents or attorneys, neither the Paying
                  Agent nor the Registrar shall be responsible for any
                  misconduct or negligence on the part of any agent or attorney
                  appointed with due care by it under this Agreement;

         (f)      neither the Paying Agent nor the Registrar shall be liable for
                  any action taken or omitted by it in good faith and believed
                  by it to be authorised or within the discretion, rights or
                  powers conferred upon it by this Agreement; and

         (g)      whenever in the administration of its duties under this
                  Agreement the Paying Agent or the Registrar shall deem it
                  necessary or desirable that a matter be proved or established
                  prior to taking or suffering or omitting any action under this
                  Agreement, that matter (unless other evidence in respect of
                  that matter be in this Agreement specifically prescribed) may,
                  in the absence of negligence or bad faith on the part of the
                  Paying Agent or the Registrar, as the case may be, be deemed
                  to be conclusively proved and established by an Officers'
                  Certificate delivered to the Paying Agent or the Registrar, as
                  the case may be, and that certificate, in the absence of
                  negligence or bad faith on the part of the Paying Agent or the
                  Registrar, as the case may be, shall be full warrant to the
                  Paying Agent or the Registrar, as the case may be, for any
                  action taken, suffered or omitted by it under the provisions
                  of this Agreement, upon the faith of that certificate.

20.11    The recitals contained in the Indentures shall be taken as the
         statements of the Issuer and the Guarantors, and the Paying Agent and
         the Registrar do not assume any responsibility for their correctness.
         The Paying Agent and the Registrar do not make any representations as
         to the validity or sufficiency of the Indentures or the Notes.

20.12    Money held by the Paying Agent under this Agreement need not be
         segregated from other funds held by the Paying Agent except that (a)
         the Paying Agent shall make any such segregation to the extent required
         by law and (b) the Paying Agent shall maintain separate accounts for
         funds received by it in its capacity as the Depositary and in its
         capacity as Paying Agent for the Junior Notes and the Senior Notes,
         respectively. The Paying Agent shall not be under any obligation to
         invest or pay interest on any money received by it under this
         Agreement, except as otherwise agreed with the Issuer.

20.13    The Issuer, the Guarantors, the applicable Trustee, the Paying Agent
         and the Registrar may (to the fullest extent permitted by applicable
         laws) deem and treat the Holder of any Note or of a particular
         principal amount of any Note as the absolute owner of the Note or
         principal amount, as the case may be, for all purposes (whether or not
         such Note or principal amount is overdue and notwithstanding any notice
         of ownership of such Note or of trust or other interest with regard to
         such Note, any notice of loss or theft of such Note or any writing on
         such Note), and the Issuer, the Guarantors, the applicable Trustee, the
         Paying Agent and Registrar shall not be affected by any notice to the
         contrary. All

                                     - 15 -

<PAGE>

         payments made to any Holder of a Note shall be valid and, to the extent
         of the sums so paid, effective to satisfy and discharge the liability
         for the moneys payable in respect of such Note or principal amount, as
         the case may be.

20.14    In acting under this Agreement, the Paying Agent and Registrar shall
         act as agents of the Issuer and the Guarantors, and for the purposes of
         Clause 7 only, the applicable Trustee and will not assume any
         obligations towards or relationship of agency or trust for or with any
         Holder of any Notes except that funds received by the Paying Agent for
         the payment of any sums due in respect of any Notes shall be held by
         the Paying Agent on trust to the extent required by the Trust Indenture
         Act for the Holders of such Notes until the expiration of the
         applicable prescription period under the applicable Indenture.

21.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSORS

21.1     The Issuer may, with the prior written approval of the applicable
         Trustee but without the consent or approval of any Guarantor, terminate
         the appointment of the Paying Agent or the Registrar with respect to
         the Senior Notes or the Junior Notes, as the case may be, at any time
         or appoint additional or other agents by giving to the Paying Agent or
         the Registrar, as the case may be, at least 60 days' prior written
         notice to that effect provided that so long as any of the Senior Notes
         or the Junior Notes, as the case may be, are Outstanding, (a) no such
         termination shall take effect during the period of 30 days preceding
         any due date for the payment of interest or principal and (b) notice
         shall be given to the Holders of the affected Notes in accordance with
         the applicable Indenture but not more than 45 nor less than 30 days
         before the removal or appointment of the Paying Agent or Registrar, as
         the case may be.

21.2     Notwithstanding the provisions of Clause 21.1, if at any time the
         Paying Agent or the Registrar becomes incapable of acting, or is
         adjudged bankrupt or insolvent, or files a voluntary petition in
         bankruptcy or makes an assignment for the benefit of its creditors or
         consents to the appointment of an administrator, liquidator or
         administrative or other receiver of all or any substantial part of its
         property, or if an administrator, liquidator or administrative or other
         receiver of it or of all or a substantial part of its property is
         appointed, or it admits in writing its inability to pay or meet its
         debts as they may mature or suspends payment of its debts, or if an
         order of any court is entered approving any petition filed by or
         against it under the provisions of any applicable bankruptcy or
         insolvency law or if a public officer takes charge or control of the
         Paying Agent or the Registrar, as the case may be, or of its property
         or affairs for the purpose of rehabilitation, administration or
         liquidation, the appointment of the Paying Agent or the Registrar shall
         terminate with immediate effect, in which event notice shall be given
         to the Holders of the affected Notes in accordance with the applicable
         Indenture as soon as is practicable.

21.3     The termination of the appointment of the Paying Agent or the Registrar
         with respect to the Senior Notes or the Junior Notes, as the case may
         be, under this Agreement shall not entitle the Paying Agent or the
         Registrar to any amount by way of compensation but shall be without
         prejudice to any amount then accrued and due.

21.4     Each of the Paying Agent and the Registrar may resign their respective
         appointments under this Agreement at any time by giving to the Issuer
         and the Guarantors at least 60

                                     - 16 -

<PAGE>

         days' prior written notice to that effect provided that, so long as any
         of the Senior Notes or Junior Notes, as the case may be, are
         Outstanding, no such resignation shall take effect during the period of
         30 days preceding any due date for the payment of interest or principal
         on the Senior Notes or the Junior Notes, as the case may be, nor shall
         any such resignation take effect until a successor is appointed by the
         Issuer.

         Following receipt of a notice of resignation from the Paying Agent or
         the Registrar, the Issuer and the Guarantors shall promptly, and in any
         event not more than 45 days nor less than 30 days before the
         resignation takes effect, give notice to the Holders of the Senior
         Notes or the Junior Notes, as applicable, in accordance with the
         applicable Indenture.

         If the Paying Agent or the Registrar shall resign or be removed
         pursuant to Clause 21.1 or 21.2 or in accordance with this Clause 21.4,
         the Issuer and the Guarantors shall promptly and, in the case of any
         removal pursuant to Clause 21.1 or any resignation pursuant to Clause
         21.4, in any event prior to the effectiveness of such removal or
         resignation, appoint a successor Paying Agent or Registrar approved by
         the applicable Trustee.

21.5     Any successor Paying Agent or Registrar shall execute and deliver to
         its predecessor, the Issuer and the Guarantors and the applicable
         Trustee an instrument accepting the appointment under this Agreement,
         and the successor Paying Agent or Registrar, as the case may be,
         without any further act, deed or conveyance, shall become vested with
         all the authority, rights, powers, trusts, immunities, duties and
         obligations of the predecessor with like effect as if originally named
         as Paying Agent or Registrar to this Agreement and pursuant to the
         applicable Indenture, as the case may be.

21.6     If the appointment of the Paying Agent or the Registrar, as the case
         may be, under this Agreement is terminated (whether by the Issuer or by
         the resignation of the Paying Agent or the Registrar, as the case may
         be), the Paying Agent or the Registrar, as the case may be, shall on
         the date on which the termination takes effect deliver to its successor
         Paying Agent or Registrar, as the case may be, all Senior Notes or
         Junior Notes, as the case may be, surrendered to it but not yet
         destroyed and all records concerning the Senior Notes or Junior Notes,
         as the case may be maintained by the Paying Agent or the Registrar, as
         the case may be (except the documents and records as it is obliged by
         law or regulation to retain or not to release), and, in the case of the
         Paying Agent, pay to the successor Paying Agent the amounts (if any)
         held by the Paying Agent in respect of Senior Notes or Junior Notes, as
         the case may be, which have become due and payable but which have not
         been presented for payment, but shall have no other duties or
         responsibilities under this Agreement.

21.7     If the Paying Agent or the Registrar, as the case may be, shall change
         its specified office, it shall give to the Issuer, the Guarantors and
         the applicable Trustee not less than 45 days' prior written notice to
         that effect giving the address of the new specified office. As soon as
         practicable thereafter and in any event at least 30 days before the
         change, the Paying Agent or the Registrar, as the case may be, shall
         give to the relevant Holders on behalf of the Issuer, failing whom, the
         Guarantors, notice of the change and the address of the new specified
         office.

                                     - 17 -

<PAGE>

21.8     Any corporation into which the Paying Agent or the Registrar, as the
         case may be, is merged or converted or with which it is consolidated,
         or any corporation resulting from any merger, conversion or
         consolidation to which the Paying Agent or the Registrar, as the case
         may be, shall be a party, or any corporation succeeding to all or
         substantially all the agency business of the Paying Agent or the
         Registrar, as the case may be, shall be the successor of the Paying
         Agent or the Registrar, as the case may be, under this Agreement,
         without the execution or filing of any paper or any further act on the
         part of any of the parties to this Agreement. Notice of any such
         merger, conversion or consolidation shall as soon as reasonably
         practicable (but in any event within 30 days of such merger, conversion
         or consolidation) be given to the Issuer, the Guarantors and the
         applicable Trustee.

22.      ADDITIONAL GUARANTORS PARTY TO THIS AGREEMENT

         Any Person that, with respect to a Tranche of Notes, is not an Initial
         Guarantor (as defined in the Applicable Indenture pursuant to which the
         Notes of such Tranche were issued) may become a party to this Agreement
         as a Guarantor by executing and delivering to the Senior Note Trustee
         or the Junior Note Trustee as the case may be, an accession letter (a
         "GUARANTOR ACCESSION LETTER") substantially in the form attached hereto
         as Schedule 2.

23.      MEETINGS OF JUNIOR OR SENIOR NOTEHOLDERS

23.1     The provisions of Article 14 of the Senior Note Indenture and Article
         14 of the Junior Note Indenture, as the case may be, shall apply to
         meetings of the Holders of Senior Notes and meetings of the Holders of
         Junior Notes, as the case may be, and shall have effect in the same
         manner as if set out in this Agreement.

         The Paying Agent and the Registrar, as applicable, will not be bound by
         any amendment to Article 14 of either the Senior Note Indenture or the
         Junior Note Indenture, as the case may be, unless the Paying Agent and
         the Registrar, as applicable, have been given at least 30 days' written
         notice of the amendment. The Issuer and the Junior Note Trustee and/or
         the Senior Note Trustee, as the case may be, will consider in good
         faith any objections in writing by the Paying Agent or the Registrar to
         any such amendment received by them prior to the expiration of any such
         30-day period.

23.2     Without prejudice to Clause 23.1, the Paying Agent shall, on the
         request of any Holder of Notes represented by a Global Note, issue the
         relevant voting certificates and block voting instructions together, if
         so required by the applicable Trustee, with reasonable proof
         satisfactory to the applicable Trustee, of their due execution on
         behalf of the Paying Agent under the provisions of Article 14 of the
         Senior Note Indenture or Article 14 of the Junior Note Indenture, as
         the case may be, and shall as soon as reasonably practicable give
         notice to the Issuer, the Guarantors and the applicable Trustee under
         Article 14 of the applicable Indenture of any revocation or amendment
         of a voting certificate or block voting instruction. The Paying Agent
         shall keep a full and complete record of all voting certificates and
         block voting instructions issued by it and shall, not less than 24
         hours before the time appointed for holding any meeting or adjourned
         meeting, deposit at the place that the applicable Trustee shall
         designate or approve, full

                                     - 18 -

<PAGE>

         particulars of all voting certificates and block voting instructions
         issued by it in respect of any meeting or adjourned meeting.

24.      NOTICES

         Any request, demand, authorization, direction, notice, consent, waiver
         or vote by the Holders or other document provided or permitted by this
         Agreement to be made upon, given or furnished to, or filed with:

         (a)      the Senior Note Trustee shall be sufficient for every purpose
                  hereunder (unless otherwise herein expressly provided) if
                  made, given, furnished or filed in writing (which may be made
                  via facsimile) to the Senior Note Trustee at Law Debenture
                  Trust Company of New York, 767 Third Avenue - 31st floor, New
                  York, New York 10017, USA, or by facsimile at +1 212 750 1361,
                  in each case marked "Attention: Trust Administrator"; or

         (b)      the Junior Note Trustee shall be sufficient for every purpose
                  hereunder (unless otherwise herein expressly provided) if
                  made, given, furnished or filed in writing (which may be made
                  via facsimile) to the Junior Note Trustee at JPMorgan Chase
                  Bank, Trinity Tower, 9 Thomas More Street, London, E1W 1YT,
                  England, or by facsimile at +44 207 777 5420, in each case
                  marked "Attention: Manager, Trust Administration"; or

         (c)      the Issuer shall be sufficient for every purpose hereunder
                  (unless otherwise herein expressly provided) if made, given,
                  furnished or filed in writing (which may be made via
                  facsimile) first-class postage prepaid, addressed to the
                  Issuer at Regents Place, 338 Euston Road, London NW1 3BT,
                  England, or by facsimile at +44 207 409 7748, marked in each
                  case "Attention: Company Secretary"; or

         (d)      any Guarantor shall be sufficient for every purpose hereunder
                  (unless otherwise herein expressly provided) if made, given,
                  furnished or filed in writing (which may be made via
                  facsimile) to such Guarantor, in the care of the Issuer, at
                  Regents Place, 338 Euston Road, London NW1 3BT, England, or by
                  facsimile at +44 207 409 7748, in each case marked "Attention:
                  Company Secretary"; or

         (e)      the Paying Agent shall be sufficient for every purpose
                  hereunder if made, given, furnished or filed in writing to the
                  Paying Agent at its specified office at One Canada Square,
                  London E14 5AL, England, or by facsimile at + 44 207 409 7748,
                  in each case marked " Attention: Corporate Trust Office"; or

         (f)      the Registrar shall be sufficient for every purpose hereunder
                  if made, given, furnished or filed in writing to the Registrar
                  at its specified office at One Canada Square, London E14 5AL,
                  England, or by facsimile at + 44 207 409 7748, in each case
                  marked "Attention: Corporate Trust Office".

         Any party hereto may change the address or facsimile number to which
         any notice or other communication hereunder shall be made upon, given
         or furnished to, or filed with it by giving each other party hereto
         notice of such change in accordance with the above provisions of this
         Clause 24.

                                     - 19 -

<PAGE>

         Subject to the other provisions of this paragraph, all notices to the
         Holders of Senior Notes or Junior Notes, as the case may be, will be
         valid if published (at the expense of the Issuer) in a leading English
         language daily newspaper published in London and a leading English
         language daily newspaper published in New York City or such other
         English language daily newspaper with general circulation in Europe or
         the United States, as the case may be, as the applicable Trustee may
         approve. Any notice will be deemed to have been given on the date of
         publication or, if so published more than once on different dates, on
         the date of first publication. If publication as provided above is not
         practicable, notice will be given in such other manner, and shall be
         deemed to have been given on such date, as the applicable Trustee may
         approve. If any Senior Notes or Junior Notes, as the case may be, are
         represented by Global Senior Notes or Global Junior Notes, as the case
         may be, held by the Depositary, all notices with respect to such Senior
         Notes or Junior Notes, as the case may be, shall be sent to such
         Depositary, or its nominee, and such Depositary shall communicate such
         notices to DTC, Euroclear and/or Clearstream, Luxembourg, or their
         respective nominees, in accordance with the Deposit Agreement. Such
         notices to the Depositary shall be in lieu of and in substitution for
         the notices otherwise required by this paragraph in the event the
         Senior Notes or Junior Notes, as the case may be, are solely
         represented by Global Senior Notes or Global Junior Notes, as the case
         may be.

25.      TAXES

         The Issuer, failing whom, the Guarantors agree(s) to pay any and all
         stamp and other documentary taxes or duties which may be payable in
         connection with the execution, delivery, performance and enforcement of
         this Agreement.

26.      EFFECT OF HEADINGS

         The Clause headings in this Agreement are for convenience only and
         shall not affect the construction of this Agreement.

27.      SUCCESSORS AND ASSIGNS

         All covenants and agreements in this Agreement by each party hereto
         shall bind the respective successors and assigns of such party, whether
         so expressed or not.

28.      SEVERABILITY CLAUSE

         If any provision in this Agreement is or shall be invalid, illegal or
         unenforceable, the validity, legality and enforceability of the
         remaining provisions of this Agreement shall not in any way be affected
         or impaired by that invalidity, illegality or unenforceability.

29.      GOVERNING LAW AND JURISDICTION

29.1     This Agreement and all matters arising from or connected with it shall
         be governed by and construed in accordance with English law.

29.2     Each party hereto agrees that the courts of (a) England and (b) the
         State of New York located in the City and County of New York or in the
         United States District Court for the Southern District of New York have
         jurisdiction to settle any dispute (a "DISPUTE"),

                                     - 20 -

<PAGE>

         arising from or connected with this Agreement (including a dispute
         regarding the existence, validity or termination of this Agreement) or
         the consequences of its nullity.

29.3     Each party hereto agrees that the courts referred to in Clause 29.2 are
         the most appropriate and convenient courts to settle any Dispute.

29.4     Nothing in this Agreement prevents the parties from taking proceedings
         relating to a Dispute ("PROCEEDINGS") in any other courts with
         jurisdiction. To the extent allowed by law, the parties may take
         concurrent Proceedings in any number of jurisdictions.

29.5     Each of the Issuer and each Guarantor agrees that the documents which
         start any Proceedings and any other documents required to be served in
         relation to those Proceedings may be served on it by being delivered
         (a) in connection with any Proceedings in England, to the Issuer at
         Regents Place, 338 Euston Road, London NW1 3BT, England or, if
         different, the Issuer's registered office for the time being or at any
         address of the Issuer or any Guarantor in Great Britain at which
         process may be served on it in accordance with Part XXIII of the
         Companies Act 1985 and (b) in connection with any Proceedings in the
         Borough of Manhattan, New York to Marconi Electronic Systems Holdings
         Inc., Attn: Patricia Hoffman, c/o Marconi Communications, Inc., 333
         Pierce Road, Suite 370, Itasca, Illinois 60143, USA, or if different,
         the principal place of business of Marconi Electronic Systems Holdings
         Inc. in the United States of America for the time being. If either such
         person is not or ceases to be effectively appointed to accept service
         of process on behalf of the Issuer and the Guarantors, the Issuer and
         the Guarantors (acting together) shall, on the written demand of the
         Paying Agent and the Registrar addressed to the Issuer and the
         Guarantors and delivered to the Issuer and the Guarantors, appoint a
         further person in England or (as the case may be) the County of New
         York to accept service of process on their behalf and, failing such
         appointment within 15 days, the Paying Agent and the Registrar shall be
         entitled to appoint such a person by written notice addressed to the
         Issuer and the Guarantors and delivered to the Issuer and the
         Guarantors. Nothing in this paragraph shall affect the right of the
         parties hereto to serve process in any other manner permitted by law.
         This Clause 29.5 applies to Proceedings in England and in the County of
         New York.

29.6     Each party consents generally in respect of any Proceedings to the
         giving of any relief or the issue of any process in connection with
         such Proceedings including (without limitation) the making, enforcement
         or execution against any property whatsoever (irrespective of its use
         or intended use) of any order or judgment which is made or given in
         such Proceedings.

29.7     To the extent that any party may in any jurisdiction claim for itself
         or its assets or revenues immunity from suit, execution, attachment
         (whether in aid of execution, before judgment or otherwise) or other
         legal process and to the extent that such immunity (whether or not
         claimed) may be attributed in any such jurisdiction to any party or
         their respective assets or revenues, each party agrees not to claim and
         irrevocably waives such immunity to the full extent permitted by the
         laws of such jurisdiction and, in particular, to the extent that in any
         Proceedings taken in the Borough of Manhattan in the City of New York
         the foregoing waiver of immunity shall have the fullest scope permitted
         under

                                     - 21 -

<PAGE>

         the United States Foreign Sovereign Immunities Act of 1976 and is
         intended to be irrevocable for the purposes of such Act.

29.8     To the extent permitted by law, each party hereby waives any objections
         to the enforcement by any court referred to in Clause 29.2 of any
         judgment validly obtained in any court referred to in Clause 29.23 on
         the basis of any such legal suit, action or proceeding.

30.      COUNTERPARTS

         This agreement may be executed in any number of counterparts by the
         parties to this Agreement on separate counterparts, each of which, when
         so executed and delivered, shall be deemed an original, but all
         counterparts shall together constitute one and the same instrument.

                                     - 22 -

<PAGE>

Executed as an agreement.

MARCONI CORPORATION PLC, as Issuer

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI NETWORKS WORLDWIDE, INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS TECHNOLOGY, INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS FEDERAL, INC., as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 23 -

<PAGE>

MARCONI ACQUISITION CORP., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI INTELLECTUAL PROPERTY (RINGFENCE) INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS LIMITED, a private limited company incorporated under the
laws of the Republic of Ireland, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS OPTICAL NETWORKS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS, S.A. DE C.V., as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 24 -

<PAGE>

MARCONI COMMUNICATIONS DE MEXICO, S.A. DE C.V., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS EXPORTEL, S.A. DE C.V., as Guarantor

By: ______________________________

    Name:

    Title:

ADMINISTRATIVA MARCONI COMMUNICATIONS, S.A. DE C.V., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS BV, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS GMBH, a private company incorporated under the laws of
Switzerland, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 25 -

<PAGE>

METAPATH SOFTWARE INTERNATIONAL LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MOBILE SYSTEMS INTERNATIONAL HOLDINGS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

GPT SPECIAL PROJECT MANAGEMENT LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS LIMITED, a private limited company incorporated under the
laws of England and Wales, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS INTERNATIONAL LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 26 -

<PAGE>

MARCONI COMMUNICATIONS CHINA LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS INTERNATIONAL INVESTMENTS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS INTERNATIONAL HOLDINGS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS INVESTMENTS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 27 -

<PAGE>

MARCONI COMMUNICATIONS HOLDINGS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI (BRUTON STREET) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI (DGP1) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI (DGP2) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI BONDING LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 28 -

<PAGE>

MARCONI OPTICAL COMPONENTS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

ASSOCIATED ELECTRICAL INDUSTRIES LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

THE ENGLISH ELECTRIC COMPANY LTD, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI (ELLIOTT AUTOMATION) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

ELLIOTT - AUTOMATION HOLDINGS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 29 -

<PAGE>

MARCONI AEROSPACE UNLIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI UK INTELLECTUAL PROPERTY LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI (NCP) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

HIGHROSE LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI INC., as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 30 -

<PAGE>

MARCONI HOLDINGS, LLC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS NORTH AMERICA INC., as Guarantor

By: ______________________________

    Name:

    Title:

FS HOLDINGS CORP., as Guarantor

By: ______________________________

    Name:

    Title:

FS FINANCE CORP., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI SOFTWARE INTERNATIONAL, INC., as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 31 -

<PAGE>

METAPATH SOFTWARE INTERNATIONAL (US), INC., as Guarantor

By: ______________________________

    Name:

    Title:

METAPATH SOFTWARE INTERNATIONAL, INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI INTELLECTUAL PROPERTY (US), INC., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS HOLDINGS GMBH, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS GMBH, a private company incorporated under the laws of
the Federal Republic of Germany, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 32 -

<PAGE>

MARCONI COMMUNICATIONS REAL ESTATE GMBH, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI HOLDINGS S.P.A., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI COMMUNICATIONS S.P.A., as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI AUSTRALIA HOLDINGS PTY LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

MARCONI AUSTRALIA PTY LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 33 -

<PAGE>

MARCONI COMMUNICATIONS ASIA LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

G.E.C. (HONG KONG) LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

BRUTON STREET OVERSEAS INVESTMENTS LIMITED, as Guarantor

By: ______________________________

    Name:

    Title:

REGENTS PLACE, INC., as Guarantor

By: ______________________________

    Name:

    Title:

                                     - 34 -

<PAGE>

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Senior Note Trustee

By: ______________________________

    Name:

    Title:

                                     - 35 -

<PAGE>

JPMORGAN CHASE BANK, as Junior Note Trustee

By: ______________________________

    Name:

    Title:

                                     - 36 -

<PAGE>

THE BANK OF NEW YORK, as Paying Agent and Registrar

By: ______________________________

    Name:

    Title:

                                     - 37 -

<PAGE>

                                   SCHEDULE 1

                               INITIAL GUARANTORS

Marconi Communications Inc.

Marconi Networks Worldwide, Inc.

Marconi Communications Technology, Inc.

Marconi Communications Federal, Inc.

Marconi Acquisition Corp.

Marconi Intellectual Property (Ringfence) Inc.

Marconi Communications Limited, a private limited company incorporated under the
laws of the Republic of Ireland

Marconi Communications Optical Networks Limited

Marconi Communications, S.A. de C.V.

Marconi Communications de Mexico, S.A. de C.V.

Marconi Communications Exportel, S.A. de C.V.

Administrativa Marconi Communications, S.A. de C.V.

Marconi Communications BV

Marconi Communications GmbH, a private company incorporated under the laws of
Switzerland

Metapath Software International Limited

Mobile Systems International Holdings Limited

GPT Special Project Management Limited

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales

Marconi Communications International Limited

Marconi Communications China Limited

Marconi Communications International Investments Limited

Marconi Communications International Holdings Limited

Marconi Communications Investments Limited

Marconi Communications Holdings Limited

Marconi (Bruton Street) Limited

                                     - 38 -

<PAGE>

Marconi (DGP1) Limited

Marconi (DGP2) Limited

Marconi Bonding Limited

Marconi Optical Components Limited

Associated Electrical Industries Limited

English Electric Company Ltd

Marconi (Elliott Automation) Limited

Elliott-Automation Holdings Limited

Marconi Aerospace Unlimited

Marconi UK Intellectual Property Limited

Marconi (NCP) Limited

Highrose Limited

Marconi Inc.

Marconi Holdings, LLC

Marconi Communications North America Inc.

FS Holdings Corp.

FS Finance Corp.

Marconi Software International, Inc.

Metapath Software International (US), Inc.

Metapath Software International, Inc.

Marconi Intellectual Property (US), Inc.

Marconi Communications Holdings GmbH

Marconi Communications GmbH, a private company incorporated under the laws of
the Federal Republic of Germany

Marconi Communications Real Estate GmbH

Marconi Holdings S.p.A.

Marconi Communications S.p.A.

Marconi Australia Holdings Pty Limited

Marconi Australia Pty Limited

                                     - 39 -

<PAGE>

Marconi Communications Asia Limited

G.E.C. (Hong Kong) Limited

Bruton Street Overseas Investments Limited

Regents Place, Inc.

                                     - 40 -

<PAGE>

                                   SCHEDULE 2

                       FORM OF GUARANTOR ACCESSION LETTER

To:      [        ] as [SENIOR NOTE TRUSTEE/JUNIOR NOTE TRUSTEE]

         [        ] as PAYING AGENT

         [        ] as REGISTRAR

From:    [Member of the Group]Dated:

Dear Sirs

1.       We refer you to the Agency Agreement dated 19 May 2003 by and among
         Marconi Corporation PLC, the limited Guarantors named therein, Law
         Debenture Trust Company of New York, JP Morgan Chase Bank and The Bank
         of New York relating to the Guaranteed Senior Secured Notes due 2008
         and the Guaranteed Junior Secured Notes due 2008, (the "Agency
         Agreement"). This is a Guarantor Accession Letter Terms defined in the
         Agency Agreement have the same meaning in this Guarantor Accession
         Letter. [Member of the Group] agrees to a code to the Agency Agreement
         as a Guarantor and to be bound by the terms of the Agency Agreement and
         undertakes to perform all the obligations expressed in the Agency
         Agreement to be assumed by a Guarantor and agrees to be bound by all of
         the provisions of the Agency Agreement, as if it were an original party
         to the Agency Agreement and that all the obligations assumed by it
         under the Agency Agreement are legal, valid and binding.

2.       [Member of the Group's] administrative details are as follows:

         Address:

         Fax No.:

         Attention:

3.       This Guarantor Accession Letter is governed by English law.

[MEMBER OF THE GROUP]

                                     - 41 -
<PAGE>

                                    EXHIBIT A

                          [FORM OF GLOBAL SENIOR NOTE]

THIS BEARER GLOBAL SENIOR NOTE IS A GLOBAL SENIOR NOTE WITHIN THE MEANING OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF AND IS ISSUED TO THE BANK OF NEW
YORK AS DEPOSITARY PURSUANT TO THE DEPOSIT AGREEMENT REFERRED TO IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF. TRANSFERS OF THIS GLOBAL SENIOR
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO A SUCCESSOR OF
THE DEPOSITARY AND ANY SUCH TRANSFERS SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.

                             MARCONI CORPORATION plc
                    Guaranteed Senior Secured Notes due 2008

CUSIP No.:      G58129AA8
ISIN Number:    XS0166109412
Serial Number:

         Marconi Corporation plc, a public limited company organized under the
laws of England and Wales, for value received, hereby promises to pay to the
bearer upon surrender hereof the principal sum specified on Schedule A hereto on
April 30, 2008.

         Senior Note Interest Payment Dates: January 15, April 15, July 15 and
October 15, commencing July 15, 2003.

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

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

         IN WITNESS WHEREOF, Marconi Corporation plc has caused this instrument
to be signed manually or by facsimile by one of its duly authorized officers.

MARCONI CORPORATION PLC

By:______________________________________________

                                      A-1

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Global Senior Notes referred to in the
within-mentioned Indenture.

                                             THE BANK OF NEW YORK
                                             as Paying Agent

                                             By: _______________________________
                                                 Authorized Signatory
Dated:__________________________

                                       A-2
<PAGE>

                      [REVERSE SIDE OF GLOBAL SENIOR NOTE]

                             MARCONI CORPORATION plc
                    Guaranteed Senior Secured Notes due 2008

1.       Interest

         Marconi Corporation plc, a public limited company organized under the
laws of England and Wales (herein called the "ISSUER", which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to the bearer interest on the principal amount of this
Global Senior Note in cash from the Issue Date (or if interest has already been
paid or duly provided for, from the most recent Senior Note Interest Payment
Date to which interest has been paid or duly provided for), quarterly in
arrears, on January 15, April 15, July 15 and October 15 of each year (each such
date a "SENIOR NOTE INTEREST PAYMENT DATE"), commencing July 15, 2003, at the
rate of 8% per annum, plus Additional Amounts, if any, until the principal
hereof is paid or made available for payment.

         Any amount of principal, premium, if any, interest and Additional
Amounts, if any, on this Global Senior Note that is not paid when due shall, to
the fullest extent lawful, accrue interest at a rate per annum equal to the
Default Rate. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

         On the first Senior Note Interest Payment Date, the Issuer shall pay,
in addition to accrued interest on the outstanding principal amount of this
Global Senior Note, an amount equal to the amount of interest that would have
accrued on this Global Senior Note if this Global Senior Note had been
Outstanding for the period from and including May 1, 2003 to but excluding the
Issue Date, calculated using an interest rate of 8% per annum and computed on
the basis of a 360-day year of twelve 30-day months.

2.       Currency and Method of Payment

         All payments of principal, premium, if any, interest, Additional
Amounts, if any, and any other amounts due on this Global Senior Note shall be
made in the Relevant Currency.

         The Issuer through the Paying Agent shall pay interest on this Global
Senior Note to the Holder of this Global Senior Note or as instructed in writing
by the Holder of this Global Senior Note. The Holder of this Global Senior Note
must surrender this Global Senior Note to the Paying Agent to collect principal
payments.

3.       Paying Agent

         Initially, The Bank of New York, a New York banking corporation (the
"PAYING AGENT"), will act as Paying Agent with respect to this Global Senior
Note. The Issuer may appoint and change any Paying Agent without prior notice.

4.       Indenture

         The Issuer issued this Global Senior Note under the Indenture, dated as
of May 19, 2003 (the "INDENTURE"), among the Issuer, the Initial Guarantors
named therein and Law Debenture Trust Company of New York, as Trustee (the
"TRUSTEE"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,

                                       A-3
<PAGE>

limitations of rights, duties and immunities thereunder of the Trustee, the
Issuer, the Guarantors and the Holder of this Global Senior Note, and of the
terms upon which this Global Senior Note is, and is to be, authenticated and
delivered. The terms of this Global Senior Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 USC. Section 77aaa-77bbbb) as in force at the date as
of which this instrument was executed (the "TRUST INDENTURE ACT", which term
shall, in the event the Trust Indenture Act of 1939 is amended after such date,
mean, to the extent required by any such amendment, the US Trust Indenture Act
of 1939 as so amended). This Global Senior Note is subject to, and qualified by,
all such terms, certain of which are summarized hereon, and the Holder of this
Global Senior Note is referred to the Indenture and the Trust Indenture Act for
a more complete statement of those terms. Terms defined in the Indenture and not
defined herein have the meanings ascribed thereto in the Indenture.

         This Global Senior Note is a direct, secured and unsubordinated
obligation of the Issuer and is one of a duly authorized issue of securities of
the Issuer limited in aggregate principal amount to U.S.$717,139,584 (seven
hundred seventeen million, one hundred thirty-nine thousand, five hundred
eighty-four United States dollars). No reference herein to the Indenture and no
provision of this Global Senior Note or of the Indenture shall alter or impair
the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest and Additional Amounts, if any, on
this Global Senior Note when due at the times, place and rate, and in the coin
or currency, herein prescribed.

5.       Redemption

         The Senior Notes are redeemable, in whole but not in part, at the
option of the Issuer at any time upon not less than 30 days' but not more than
60 days' notice at a redemption price in cash equal to the Optional Redemption
Price, provided that the Issuer may only redeem the Senior Notes if the Issuer
simultaneously redeems all outstanding Senior Notes and all outstanding Junior
Notes in accordance with the provisions of the Indenture and the Junior Note
Indenture, respectively.

         The Senior Notes must be redeemed in whole or in part out of funds
available therefor in the Mandatory Redemption Escrow Account, in the
circumstances set forth in the Indenture, in each case at a redemption price in
cash of 110% of their outstanding principal amount, plus accrued and unpaid
interest thereon and Additional Amounts in respect thereof, if any, to the date
of redemption and upon notice of not less than ten (10) but not more than
fifteen (15) London Business Days.

         The Senior Notes also must be redeemed upon the Issuer becoming aware
of the occurrence of a Change of Control or upon any merger, consolidation or
reorganization of the Issuer with any Person, or any sale, assignment, transfer,
conveyance, lease or other disposition of all or substantially all of the
properties or assets of the Issuer and its Subsidiaries, taken as a whole, in
each case at a redemption price in cash equal to the Optional Redemption Price
and in accordance with the applicable provisions of the Indenture and upon
notice as provided in the Indenture.

         The Issuer at its option may at any time redeem all, but not less than
all, of the Global Senior Notes in cash at 100% of the principal amount of such
Global Senior Notes, plus any accrued and unpaid interest thereon and Additional
Amounts, if any, to the Repayment Date,

                                       A-4
<PAGE>

upon not less than 30 nor more than 60 days' notice, if, as a result of any
amendment to, or change in, the laws (including any regulations or rulings
thereunder) of the United Kingdom (including any European Union law or directive
that has the effect of law in the United Kingdom) or any other Taxing
Jurisdiction, or any amendment to or change in any official position concerning
the administration, application or interpretations of such laws or regulations
(including a judgment by a court of competent jurisdiction), which amendment or
change is announced and effective on or after the Issue Date, the Issuer
satisfies the Trustee that it has become or will become obligated to pay
Additional Amounts which are more than a de minimis amount (as determined by the
Issuer in its reasonable judgment) on the next date on which any amount would be
payable with respect to such Global Senior Notes and the Issuer determines in
good faith that such obligation cannot be avoided by the use of reasonable
measures available to the Issuer (including, without limitation, by changing the
jurisdiction from which or through which payments on such Global Senior Notes
are made).

         In the event of mandatory or optional redemption of the Senior Notes,
other than at Stated Maturity, the redemption price to be paid by the Issuer on
the applicable Repayment Date shall be payable in United States dollars, unless
the Issuer elects to make payment in British pounds sterling, which election
shall be irrevocable and shall be set forth in the applicable notice of
redemption. If the Issuer elects to make payment in British pounds sterling, the
amount payable in respect of this Global Senior Note shall be the Sterling
Equivalent of the principal amount of this Global Senior Note in United States
dollars, multiplied by the applicable redemption price, multiplied by 1.005 and
rounded (if necessary) to the nearest penny (with L0.005 being rounded
upwards).

6.       Guarantee

         The obligations of the Issuer under the Indenture and the Senior Notes
have been unconditionally and irrevocably guaranteed by the Guarantors pursuant
to the Guarantee of the Senior Notes.

7.       Transfer; Exchange

         This Global Senior Note is in bearer form without coupons. The bearer
of this Global Senior Note may only transfer or exchange this Global Senior Note
in accordance with the Indenture.

8.       Persons Deemed Owners

         The bearer of this Global Senior Note will be treated as the owner of
it for all purposes.

9.       Amendment, Waiver

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer, the Guarantors and the Trustee with the consent of the Required Holders
of a majority in aggregate principal amount of the Senior Notes Outstanding at
the time of amendment or modification. The Indenture also contains provisions
permitting the Required Holders of a majority in aggregate principal amount of
the Senior Notes at any time Outstanding, on behalf of the Holders of all the
Senior Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past Defaults under the Indenture and their consequences.
Any such consent or waiver by or on

                                       A-5
<PAGE>

behalf of the Holder of this Global Senior Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Global Senior Note and of
any Global Senior Note issued in exchange herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Global Senior Note.

10.      Defaults and Remedies

         This Global Senior Note has the Events of Default as set forth in
Section 6.01 (Events of Default) of the Indenture. If certain Events of Default
occur and are continuing, the Required Holders of at least 25% (or, in certain
cases, at least 35%) in aggregate principal amount of the Senior Notes then
Outstanding, subject to certain limitations, may declare all the Senior Notes to
be due and payable immediately. Certain events of bankruptcy or insolvency with
respect to the Issuer are Events of Default and shall result in the Senior Notes
being due and payable immediately upon the occurrence of such Events of Default.

         Holders of Global Senior Notes may not enforce the Indenture or such
Global Senior Notes except as provided in the Indenture. The Trustee may refuse
to enforce the Indenture or the Global Senior Notes unless it receives indemnity
or security reasonably satisfactory to it. Subject to certain limitations, the
Required Holders of a majority in aggregate principal amount of the Senior Notes
then Outstanding may direct the Trustee in its exercise of any trust or power.
The Required Holders of a majority in aggregate principal amount of the Senior
Notes then Outstanding by written notice to the Trustee may rescind a
declaration of acceleration if the rescission is prior to a judgment or decree
for payment and if all Events of Default have been cured or waived except
nonpayment of principal and interest that have become due solely because of the
acceleration. The above description of Events of Default and remedies is
qualified by reference, and subject in its entirety, to the more complete
description thereof contained in the Indenture.

11.      Trustee Dealings with the Issuer

         Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of this Global Senior Note and may otherwise deal with and
collect obligations owed to it by the Issuer or its Affiliates and may otherwise
deal with the Issuer or its Affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent or other agent may do the same with like
rights.

12.      No Recourse Against Others

         No director, officer, employee or stockholder, as such, of the Issuer
shall have any liability for any obligations of the Issuer under the Senior
Notes or the Indenture or for any claims based on, or in respect of or by reason
of such obligations or their creation.

13.      Authentication

         This Global Senior Note shall not be valid until an authorized officer
of the Paying Agent (or an authenticating agent) manually signs the certificate
of authentication on the other side of this Global Senior Note.

                                       A-6
<PAGE>

14.      Governing Law

         The Indenture and this Global Senior Note shall be governed by and
construed in accordance with English law, except to the extent provisions of the
Trust Indenture Act are included or deemed to be included herein, as to which
the Trust Indenture Act shall govern.

                                       A-7
<PAGE>

                                   SCHEDULE A

         The initial principal amount of this Global Senior Note shall be U.S.$
- (- United States dollars).

         The following decreases in the principal amount of this Global Senior
Note have been made:

<TABLE>
<CAPTION>
                                    Amount of
                                   decrease in
                                    Principal
                                    Amount of
                   Amount of       this Global
                  decrease in      Senior Note
                   Principal          upon
                   Amount of       exchange of                          Aggregate
                  this Global      an interest        Principal         Principal
                  Senior Note       herein for        Amount of         Amount of        Signature of
                as a result of     Definitive        this Global       this Global        authorized
                  payment of       Registered        Senior Note       Senior Note        officer of
                   principal         Senior          purchased and      following         the Paying
Date made           hereon           Note(s)          cancelled       such decrease         Agent
---------       --------------     ------------      -------------    -------------      -----------
<S>             <C>                <C>               <C>              <C>                <C>
                     U.S.$            U.S.$              U.S.$             U.S.$
</TABLE>

                                       A-8
<PAGE>

                   PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST

The following payments on this Global Senior Note have been made:

<TABLE>
<CAPTION>
                                                                    Signature of
                Interest or                                          authorized
                Additional                         Principal       officer of the
Date made      Amounts paid     Premium paid         paid           Paying Agent
---------      ------------     ------------       ---------       --------------
<S>            <C>              <C>                <C>             <C>
                   U.S.$            U.S.$            U.S.$
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
_________      ____________     ____________       _________       ______________
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</TABLE>

                                       A-9
<PAGE>

                                    EXHIBIT B

                   [FORM OF DEFINITIVE REGISTERED SENIOR NOTE]

THIS NOTE IS A DEFINITIVE REGISTERED SENIOR NOTE WITHIN THE MEANING OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                             MARCONI CORPORATION plc
                    Guaranteed Senior Secured Notes due 2008

CUSIP No.:      G58129AA8
ISIN Number:    XS0166109412
Serial Number:

         Marconi Corporation plc, a public limited company organized under the
laws of England and Wales, for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of U.S.$ - (- United
States dollars) on April 30, 2008.

         Senior Note Interest Payment Dates: January 15, April 15, July 15 and
October 15, commencing July 15, 2003.

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

         Unless the certificate of authentication hereon has been executed by
the Paying Agent referred to on the reverse hereof by manual signature, this
Definitive Registered Senior Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

         IN WITNESS WHEREOF, Marconi Corporation plc has caused this instrument
to be signed manually or by facsimile by one of its duly authorized officers.

MARCONI CORPORATION PLC

_______________________________
By:

                                       B-1
<PAGE>

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Definitive Registered Senior Notes referred to in
the within-mentioned Indenture.

                                             THE BANK OF NEW YORK
                                             as Paying Agent

                                             By: _______________________________
                                                 Authorized Signatory

Dated: ___________________________

                                       B-2
<PAGE>

               [REVERSE SIDE OF DEFINITIVE REGISTERED SENIOR NOTE]

                             MARCONI CORPORATION plc
                    Guaranteed Senior Secured Notes due 2008

1.       Interest

         Marconi Corporation plc, a public limited company organized under the
laws of England and Wales (herein called the "ISSUER", which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay interest on the principal amount of this Definitive
Registered Senior Note in cash from the Issue Date (or if interest has already
been paid or duly provided for, from the most recent Senior Note Interest
Payment Date to which interest has been paid or duly provided for), quarterly in
arrears, on January 15, April 15, July 15 and October 15 of each year (each such
date a "SENIOR NOTE INTEREST PAYMENT DATE"), commencing July 15, 2003, at the
rate of 8% per annum, plus Additional Amounts, if any, until the principal
hereof is paid or made available for payment.

         Any amount of principal, premium, if any, interest and Additional
Amounts, if any, on this Definitive Registered Senior Note that is not paid when
due shall, to the fullest extent lawful, accrue interest at a rate per annum
equal to the Default Rate. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.

         On the first Senior Note Interest Payment Date, the Issuer shall pay,
in addition to accrued interest on the outstanding principal amount of this
Definitive Registered Senior Note, an amount equal to the amount of interest
that would have accrued on this Definitive Registered Senior Note if this
Definitive Registered Senior Note had been Outstanding for the period from and
including May 1, 2003 to but excluding the Issue Date, calculated using an
interest rate of 8% per annum and computed on the basis of a 360-day year of
twelve 30-day months.

2.       Currency and Method of Payment

         All payments of principal, premium, if any, interest, Additional
Amounts, if any, and any other amounts due on this Definitive Registered Senior
Note shall be made in the Relevant Currency.

         The Issuer through the Paying Agent shall pay interest on this
Definitive Registered Senior Note to the Holder of this Definitive Registered
Senior Note at the close of business on the Regular Record Date next preceding
the Senior Note Interest Payment Date even if this Definitive Registered Senior
Note is cancelled after the Regular Record Date and on or before the Senior Note
Interest Payment Date. The Holder of this Definitive Registered Senior Note must
surrender this Definitive Registered Senior Note to the Paying Agent to collect
principal payments.

3.       Paying Agent and Registrar

         Initially, The Bank of New York, a New York banking corporation, will
act as Paying Agent (the "PAYING AGENT") and Registrar (the "REGISTRAR") with
respect to this Definitive Registered Senior Note. The Issuer may appoint and
change any Paying Agent, Registrar, co-registrar or transfer agent without prior
notice.

                                       B-3
<PAGE>

4.       Indenture

         The Issuer issued the Definitive Registered Senior Notes under an
Indenture, dated as of May 19, 2003 (the "INDENTURE"), among the Issuer, the
Initial Guarantors named therein and Law Debenture Trust Company of New York, as
Trustee (the "TRUSTEE"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Trustee, the
Issuer, the Guarantors and the Holder of this Definitive Registered Senior Note,
and of the terms upon which this Definitive Registered Senior Note is, and is to
be, authenticated and delivered. The terms of the Definitive Registered Senior
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 USC. Section 77aaa-77bbbb)
as in force at the date as of which this instrument was executed (the "TRUST
INDENTURE ACT", which term shall, in the event the Trust Indenture Act of 1939
is amended after such date, mean, to the extent required by any such amendment,
the US Trust Indenture Act of 1939 as so amended). The Definitive Registered
Senior Notes are subject to, and qualified by, all such terms, certain of which
are summarized below, and the Holder of this Definitive Registered Senior Note
is referred to the Indenture and the Trust Indenture Act for a more complete
statement of those terms. Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture.

         This Definitive Registered Senior Note is a direct, secured and
unsubordinated obligation of the Issuer and is one of a duly authorized issue of
securities of the Issuer limited in aggregate principal amount to
U.S.$717,139,584 (seven hundred seventeen million, one hundred thirty-nine
thousand, five hundred eighty-four United States dollars). No reference herein
to the Indenture and no provision of this Definitive Registered Senior Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest and Additional Amounts, if any, on this Definitive Registered Senior
Note when due at the times, place and rate, and in the coin or currency, herein
prescribed.

5.       Redemption

         The Senior Notes are redeemable, in whole but not in part, at the
option of the Issuer at any time upon not less than 30 days' but not more than
60 days' notice at a redemption price in cash equal to the Optional Redemption
Price, provided that the Issuer may only redeem the Senior Notes if the Issuer
simultaneously redeems all outstanding Senior Notes and all outstanding Junior
Notes in accordance with the provisions of the Indenture and the Junior Note
Indenture, respectively.

         The Senior Notes must be redeemed in whole or in part out of funds
available therefor in the Mandatory Redemption Escrow Account, in the
circumstances set forth in the Indenture, in each case at a redemption price in
cash of 110% of their outstanding principal amount, plus accrued and unpaid
interest thereon and Additional Amounts in respect thereof, if any, to the date
of redemption and upon notice of not less than ten (10) but not more than
fifteen (15) London Business Days.

         The Senior Notes also must be redeemed upon the Issuer becoming aware
of the occurrence of a Change of Control or upon any merger, consolidation or
reorganization of the Issuer with any Person, or any sale, assignment, transfer,
conveyance, lease or other disposition

                                       B-4
<PAGE>

of all or substantially all of the properties or assets of the Issuer and its
Subsidiaries, taken as a whole, in each case at a redemption price in cash equal
to the Optional Redemption Price and in accordance with the applicable
provisions of the Indenture and upon notice as provided in the Indenture.

         The Issuer at its option may at any time redeem all, but not less than
all, of the affected Definitive Registered Senior Notes in cash at 100% of the
principal amount of such Definitive Registered Senior Notes, plus any accrued
and unpaid interest thereon and Additional Amounts, if any, to the Repayment
Date, upon not less than 30 nor more than 60 days' notice, if, as a result of
any amendment to, or change in, the laws (including any regulations or rulings
thereunder) of the United Kingdom (including any European Union law or directive
that has the effect of law in the United Kingdom) or any other Taxing
Jurisdiction, or any amendment to or change in any official position concerning
the administration, application or interpretations of such laws or regulations
(including a judgment by a court of competent jurisdiction), which amendment or
change is announced and effective on or after the Issue Date, the Issuer
satisfies the Trustee that it has become or will become obligated to pay
Additional Amounts which are more than a de minimis amount (as determined by the
Issuer in its reasonable judgment) on the next date on which any amount would be
payable with respect to such Definitive Registered Senior Notes and the Issuer
determines in good faith that such obligation cannot be avoided by the use of
reasonable measures available to the Issuer (including, without limitation, by
changing the jurisdiction from which or through which payments on such
Definitive Registered Senior Notes are made).

         In the event of mandatory or optional redemption of the Senior Notes,
other than at Stated Maturity, the redemption price to be paid by the Issuer on
the applicable Repayment Date shall be payable in United States dollars, unless
the Issuer elects to make payment in British pounds sterling, which election
shall be irrevocable and shall be set forth in the applicable notice of
redemption. If the Issuer elects to make payment in British pounds sterling, the
amount payable in respect of this Definitive Registered Senior Note shall be the
Sterling Equivalent of the principal amount of this Definitive Registered Senior
Note in United States dollars, multiplied by the applicable redemption price,
multiplied by 1.005 and rounded (if necessary) to the nearest penny (with
L0.005 being rounded upwards).

6.       Guarantee

         The obligations of the Issuer under the Indenture and the Senior Notes
have been unconditionally and irrevocably guaranteed by the Guarantors pursuant
to the Guarantee of the Senior Notes.

7.       Exchange

         This Definitive Registered Senior Note is in registered form. The
Definitive Registered Senior Notes are in denominations of U.S.$1.00 and whole
multiples of U.S.$1.00 of principal. A Holder may only transfer or exchange this
Definitive Registered Senior Note in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay any Taxes and fees required by law
or permitted by the Indenture. The Registrar need not register the transfer of
or exchange any Definitive Registered Senior Notes during the 15-day period
preceding (i) the due date for any payment of principal of, premium, if any,
interest or Additional Amounts, if any, on the Senior

                                       B-5
<PAGE>

Notes, or (ii) the day on which Senior Notes are scheduled for redemption,
except the unredeemed portion of Senior Notes being redeemed in part.

8.       Persons Deemed Owners

         The Holder of this Definitive Registered Senior Note shall be treated
as the owner of it for all purposes.

9.       Amendment, Waiver

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer, the Guarantors and the Trustee with the consent of the Required Holders
of a majority in aggregate principal amount of the Senior Notes Outstanding at
the time of amendment or modification. This Indenture also contains provisions
permitting the Required Holders of a majority in aggregate principal amount of
the Senior Notes at any time Outstanding, on behalf of the Holders of all the
Senior Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past Defaults under the Indenture and their consequences.
Any such consent or waiver by or on behalf of the Holder of this Definitive
Registered Senior Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Definitive Registered Senior Note and of any
Definitive Registered Senior Note issued in exchange herefor or in lieu hereof
whether or not notation of such consent or waiver is made upon this Definitive
Registered Senior Note.

10.      Defaults and Remedies

         The Definitive Registered Senior Notes have the Events of Default as
set forth in Section 6.01 (Events of Default) of the Indenture. If certain
Events of Default occur and are continuing, the Required Holders of at least 25%
(or, in certain cases, at least 35%) in aggregate principal amount of the Senior
Notes then Outstanding, subject to certain limitations, may declare all the
Senior Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency with respect to the Issuer are Events of Default and shall result in
the Senior Notes being due and payable immediately upon the occurrence of such
Events of Default.

         Holders of Definitive Registered Senior Notes may not enforce the
Indenture or such Definitive Registered Senior Notes except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Definitive
Registered Senior Notes unless it receives indemnity or security reasonably
satisfactory to it. Subject to certain limitations, the Required Holders of a
majority in aggregate principal amount of the Senior Notes then Outstanding may
direct the Trustee in its exercise of any trust or power. The Required Holders
of a majority in aggregate principal amount of the Senior Notes then Outstanding
by written notice to the Trustee may rescind a declaration of acceleration if
the rescission is prior to a judgment or decree for payment and if all Events of
Default have been cured or waived except nonpayment of principal and interest
that have become due solely because of the acceleration. The above description
of Events of Default and remedies is qualified by reference, and subject in its
entirety, to the more complete description thereof contained in the Indenture.

11.      Trustee Dealings with the Issuer

         Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of this

                                       B-6
<PAGE>

Definitive Registered Senior Note and may otherwise deal with and collect
obligations owed to it by the Issuer or its Affiliates and may otherwise deal
with the Issuer or its Affiliates with the same rights it would have it if were
not Trustee. Any Paying Agent, Registrar or other agent may do the same with
like rights.

12.      No Recourse Against Others

         No director, officer, employee or stockholder, as such, of the Issuer
shall have any liability for any obligations of the Issuer under the Senior
Notes or the Indenture or for any claims based on, or in respect of or by reason
of such obligations or their creation.

13.      Authentication

         This Definitive Registered Senior Note shall not be valid until an
authorized officer of the Paying Agent (or an authenticating agent) manually
signs the certificate of authentication on the other side of this Definitive
Registered Senior Note.

14.      Governing Law

         The Indenture and this Definitive Registered Senior Note shall be
governed by and construed in accordance with English law, except to the extent
provisions of the Trust Indenture Act are included or deemed to be included
herein, as to which the Trust Indenture Act shall govern.

                                       B-7
<PAGE>

                                    EXHIBIT C

                      Form of Guarantee of the Senior Notes

                                       C-1

<PAGE>

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP
C H A N C E

                                                                  EXECUTION COPY

                           THE GUARANTORS NAMED HEREIN
                                  AS GUARANTORS

                                  IN FAVOUR OF

                   THE LAW DEBENTURE TRUST CORPORATION p.l.c.
                   LAW DEBENTURE TRUST COMPANY OF NEW YORK and
                             EACH SENIOR NOTEHOLDER
                                AS BENEFICIARIES

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

                          GUARANTEE OF THE SENIOR NOTES

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

<PAGE>

THIS GUARANTEE is made on 19 May 2003

BY:

(1)      THE GUARANTORS listed in Schedule 1 (Initial Guarantors) hereto, and
         their respective successors (the "INITIAL GUARANTORS") and such other
         Persons as may from time to time become party to this Guarantee as
         Guarantors, and their respective successors (each a "GUARANTOR" and
         together, the "GUARANTORS"); in favour of

(2)      THE LAW DEBENTURE TRUST CORPORATION P.L.C. as Security Trustee (as
         defined in Schedule 3);

(3)      LAW DEBENTURE TRUST COMPANY OF NEW YORK as Senior Note Trustee (as
         defined below); and

(4)      each Senior Noteholder (as defined below) (together with the Security
         Trustee and the Senior Note Trustee, the "BENEFICIARIES", and each a
         "BENEFICIARY").

WHEREAS

(A)      Marconi Corporation plc, a public limited company incorporated under
         the laws of England and Wales, as Issuer (as defined in Schedule 3) has
         entered into an Indenture with the Senior Note Trustee and the Initial
         Guarantors dated 19 May 2003 (as amended, restated, varied, novated or
         supplemented from time to time, the "SENIOR NOTE INDENTURE") to provide
         for the issuance of its Guaranteed Senior Secured Notes due 2008 (the
         "SENIOR NOTES").

(B)      The Senior Note Indenture is subject to the provisions of the Trust
         Indenture Act (as defined in Schedule 3) that are required to be part
         of and govern indentures qualified under the Trust Indenture Act.

(C)      The Initial Guarantors desire to give the guarantee of the Senior Notes
         provided for herein and in the Senior Note Indenture.

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Guarantee the following expressions have the following
         meanings:

         "GUARANTEED OBLIGATIONS" means any principal, premium, interest,
         Additional Amounts, penalties, fees (including legal fees and
         disbursements of counsel), commissions, charges, costs, expenses,
         indemnifications, reimbursements, make-whole amounts, damages and other
         liabilities (including, without limitation, contingent and prospective
         liabilities) payable by the Issuer under the Relevant Documents in
         respect of the Senior Notes and the Senior Note Indenture.

         "SENIOR NOTE TRUSTEE" means Law Debenture Trust Company of New York as
         trustee under the Senior Note Indenture, and its successors and assigns
         thereunder.

         "SENIOR NOTEHOLDER" means (i) for so long as any Senior Notes are
         represented by one or more Global Senior Notes, the bearer thereof,
         which shall be the Depositary and (ii) in the event that Definitive
         Registered Senior Notes are issued, the Person in whose name a
         Definitive Registered Senior Note is registered on the books of the
         Registrar.

                                     - 1 -

<PAGE>

         "STID" means the Security Trust and Intercreditor Deed dated the Issue
         Date between, among others, the Issuer, the Security Trustee, the
         Initial Guarantors and the Senior Note Trustee, as amended, modified,
         restated or supplemented from time to time.

1.2      Unless otherwise indicated, capitalised terms used herein but not
         defined herein have the meaning assigned to them in Schedule 3.

1.3      This Guarantee is the guarantee referred to in Section 11.01 of the
         Senior Note Indenture and it is issued under, and has all the benefits
         of, the Senior Note Indenture.

2.       GUARANTEE

2.1      Each Guarantor hereby absolutely, fully, unconditionally and
         irrevocably:

         2.1.1    guarantees, jointly and severally with each other Guarantor,
                  to the Beneficiaries the due and punctual payment, observance
                  and performance when due by the Issuer of all the Guaranteed
                  Obligations;

         2.1.2    agrees to pay to the Beneficiaries from time to time on demand
                  of the Senior Note Trustee or on demand of the Security
                  Trustee acting on the instructions of the Senior Note Trustee
                  (or on demand of any Senior Noteholder in circumstances in
                  which such Senior Noteholder is entitled to make demand of the
                  Issuer under the Senior Note Indenture) all sums of money
                  constituting Guaranteed Obligations which the Issuer is at any
                  time liable to pay to any or all of the Beneficiaries and
                  which have become due and payable but have not been paid at
                  the time such demand is made; and

         2.1.3    agrees as a primary obligation to indemnify the Beneficiaries
                  from time to time in full on demand from and against any loss
                  incurred by the Beneficiaries as a result of any failure by
                  the Issuer to pay or otherwise discharge any of the Guaranteed
                  Obligations when due or any of the Guaranteed Obligations
                  being or becoming void, voidable, unenforceable or ineffective
                  as against the Issuer for any reason whatsoever, whether or
                  not known to the Beneficiaries, the amount of such loss being
                  the amount which the Beneficiaries would otherwise have been
                  entitled to recover from the Issuer.

2.2      This Guarantee shall not become effective against Marconi Sud S.p.A. as
         an Initial Guarantor until the date on which it executes and delivers a
         supplemental indenture to the Senior Note Indenture in accordance with
         Section 4.39 of the Senior Note Indenture.

2.3      Notwithstanding any other provision of this Guarantee, the obligations
         of the Guarantors under this Guarantee (but excluding, to the fullest
         extent consistent with applicable law, the obligations set forth in
         Clause 7) shall be limited in the manner set out in Clause 24.5.2 and
         Schedule 9 of the STID, and all the provisions hereof shall be
         construed accordingly.

2.4      The rights of the Security Trustee and the Senior Note Trustee under
         this Guarantee are subject to the provisions of the STID.

                                     - 2 -

<PAGE>

3.       ADDITIONAL GUARANTORS

         Any Person that is not an Initial Guarantor may become a Guarantor by
         executing and delivering to the Security Trustee and the Senior Note
         Trustee:

         3.1.1    an accession letter substantially in the form attached hereto
                  as Schedule 2;

         3.1.2    a supplemental indenture to the Senior Note Indenture pursuant
                  to which it becomes a Guarantor of the Senior Notes issued
                  thereunder, in form and substance satisfactory to the Senior
                  Note Trustee; and

         3.1.3    an Officers' Certificate of such Person stating that the
                  execution of such supplemental indenture is authorised or
                  permitted by the Senior Note Indenture;

         3.1.4    an Opinion of Counsel reasonably satisfactory to the Security
                  Trustee as to the existence of such Person and the validity
                  and binding effect of such accession letter, of such
                  supplemental indenture and of this Guarantee on such Person;
                  and

         3.1.5    any further documents required under the STID or under the
                  Senior Note Indenture.

4.       RELEASE OF GUARANTORS

         A Guarantor shall only be released from its obligations under this
         Guarantee in accordance with the provisions of the STID and of the
         Senior Note Indenture.

5.       COMPLIANCE OBLIGATIONS

5.1      Each Guarantor covenants in favour of the Senior Note Trustee and the
         Senior Noteholders that it will duly perform and comply with the
         obligations expressed to be undertaken by it in the Senior Note
         Indenture.

5.2      The Guarantors covenant in favour of the Security Trustee that together
         they will provide the Security Trustee with one copy of the Senior Note
         Indenture and any supplements or amendments thereto. The Security
         Trustee shall be entitled to rely on the documents provided to it under
         this Clause 5.2 in the absence of receipt of any further documents as
         provided hereunder.

6.       PRESERVATION OF RIGHTS

6.1      The obligations of each Guarantor contained in this Guarantee shall be
         undertaken as principal obligor and not merely as surety and shall be
         in addition to and independent of every other security which the
         Beneficiaries may at any time hold in respect of any of the Guaranteed
         Obligations.

6.2      The obligations of each Guarantor herein contained shall constitute and
         be continuing obligations notwithstanding any settlement of account or
         other matter or thing whatsoever and shall not be considered satisfied
         by any intermediate payment or satisfaction of all or any of the
         Guaranteed Obligations and shall continue in full force and effect
         until all sums due from the Issuer constituting Guaranteed Obligations
         have been irrevocably paid, and all other actual or contingent
         obligations of the Issuer thereunder or in respect thereof have been
         irrevocably satisfied, in full.

                                     - 3 -

<PAGE>

6.3      Neither the obligations of any Guarantor contained in this Guarantee
         nor the rights, powers and remedies conferred in respect of each
         Guarantor upon the Beneficiaries by this Guarantee or by law shall be
         discharged, impaired or otherwise affected by:

         6.3.1    the winding-up, dissolution, administration, reorganisation or
                  moratorium of the Issuer or any other Person or any change in
                  the status, function, control or ownership of the Issuer or
                  any other Person;

         6.3.2    any of the Guaranteed Obligations or any other security
                  relating to the Guaranteed Obligations being or becoming
                  illegal, invalid, unenforceable or ineffective in any respect;

         6.3.3    any time or other indulgence (including for the avoidance of
                  doubt, any composition) being granted or agreed to be granted
                  to the Issuer or any other Person in respect of any of the
                  Guaranteed Obligations or under any other security;

         6.3.4    any amendment to, or any variation, waiver or release of, any
                  of the Guaranteed Obligations or under any other security or
                  other guarantee or indemnity in respect thereof, however
                  fundamental;

         6.3.5    any failure to take, or fully to take, any security
                  contemplated by the Relevant Documents or otherwise agreed to
                  be taken in respect of the Guaranteed Obligations;

         6.3.6    any failure to realise or fully to realise the value of, or
                  any release, discharge, exchange or substitution of, any
                  security taken in respect of the Guaranteed Obligations; or

         6.3.7    any other act, event or omission which, but for this Clause
                  6.3, might operate to discharge, impair or otherwise affect
                  any of the obligations of the Guarantors contained in this
                  Guarantee or any of the rights, powers or remedies conferred
                  upon the Beneficiaries by this Guarantee, the Relevant
                  Documents or by law.

6.4      Any settlement or discharge between any Guarantor and any Beneficiary
         shall be conditional upon no payment to the Beneficiaries by the Issuer
         or any other Person on the Issuer's behalf being avoided or reduced by
         virtue of any laws relating to bankruptcy, insolvency, liquidation or
         other laws for the time being in force and, in the event of any such
         payment being so avoided or reduced, the Beneficiaries shall be
         entitled to recover the amount by which such payment is so avoided or
         reduced from such Guarantor subsequently as if such settlement or
         discharge had not occurred.

6.5      The Beneficiaries shall not be obliged before exercising any of the
         rights, powers or remedies conferred upon them in respect of each
         Guarantor by this Guarantee or by law:

         6.5.1    to make any demand of the Issuer;

         6.5.2    to take any action or obtain judgment in any court against the
                  Issuer;

         6.5.3    to make or file any claim or proof in a winding-up or
                  dissolution of the Issuer; or

                                     - 4 -

<PAGE>

         6.5.4    to enforce or seek to enforce any security taken in respect of
                  any of the Guaranteed Obligations.

6.6      Each Guarantor agrees that, so long as the Issuer is under any actual
         or contingent obligations under the Senior Note Indenture or the Senior
         Notes, such Guarantor shall not exercise any rights which it may at any
         time have by reason of performance by it of its obligations under this
         Guarantee:

         6.6.1    to be indemnified by the Issuer or to receive any collateral
                  from the Issuer; and/or

         6.6.2    to claim any contribution from any other Guarantor; and/or

         6.6.3    to take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of all or any of the
                  Beneficiaries under the Senior Note Indenture or the Senior
                  Notes or of any other security taken pursuant to, or in
                  connection with, the Senior Note Indenture or the Senior Notes
                  by all or any of the Beneficiaries; and/or

         6.6.4    to be subrogated to the rights of all or any of the
                  Beneficiaries against the Issuer in respect of amounts paid by
                  any Guarantor under this Guarantee,

         and (save as aforesaid) each Guarantor hereby expressly waives
         presentment, demand, protest and notice of dishonour in respect of the
         Senior Note Indenture and each Senior Note.

6.7      Each Guarantor undertakes that its obligations hereunder will at all
         times rank at least pari passu with all its other present and future
         unsecured obligations save for such obligations as may be preferred by
         provisions of law that are both mandatory and of general application.

7.       STAMP DUTIES

         The Guarantors hereby agree to pay all stamp, registration and other
         taxes and duties (including any interest and penalties thereon or in
         connection therewith) which are payable upon or in connection with the
         execution and delivery of this Guarantee, and to indemnify the
         Beneficiaries against any claim, demand, action, liability, damages,
         cost, loss or expense (including, without limitation, legal fees and
         any applicable value added tax) which any of them incur as a result or
         arising out of or in relation to any failure to pay or delay in paying
         any of the same.

8.       BENEFIT OF GUARANTEE

8.1      DEED POLL

         This Guarantee shall take effect as a deed poll for the benefit of the
         Beneficiaries from time to time.

8.2      BENEFIT

         This Guarantee shall enure to the benefit of each Beneficiary and its
         (and any subsequent) successors and assigns, each of which shall be
         entitled severally to enforce this Guarantee against the Guarantors.

                                     - 5 -

<PAGE>

9.       FOREIGN LAW PROVISIONS

9.1      Each Guarantor whose assets are located in Mexico or is organized under
         the laws of Mexico herein expressly and irrevocably waives (i) any
         right to which it might be entitled to have its obligations under this
         Guarantee divided among itself and one or more other Persons, if such
         Guarantor's obligations would be less than the full amount claimed
         hereunder, (ii) any benefit of order, excussio and division, or (iii)
         to the extent applicable, any benefit it may have under any of Articles
         2813 through 2823, or Articles 2840, 2842, 2844, 2845, 2846, 2847, 2848
         and 2849 of Mexico's Federal Civil Code and the correlative articles of
         the Civil Codes of each political subdivision of Mexico.

9.2      In relation to any payment under this Guarantee made by any Guarantor
         which is organized under the laws of Switzerland, such Guarantor shall,
         if and to the extent required by applicable law in force at the
         relevant time, subject to any applicable double taxation treaty, deduct
         Swiss withholding tax at the then applicable rate and pay it to the
         Swiss Federal Tax Administration and, with respect to such deduction
         made, not be obliged to gross-up or indemnify in accordance with the
         Senior Note Indenture.

10.      CURRENCY INDEMNITY

         All sums payable by the Guarantors under this Guarantee shall be
         payable in the Relevant Currency. Any amount received or recovered in a
         currency other than the Relevant Currency with respect to the
         Guaranteed Obligations (whether as a result of, or of the enforcement
         of, a judgment or order of a court of any jurisdiction, in the winding
         up or dissolution of the Issuer, any Guarantor, any Subsidiary of the
         Issuer or otherwise) by any Beneficiary in respect of any sum expressed
         to be due to it from any Guarantor shall constitute a discharge of such
         Guarantor only to the extent of the Relevant Currency amount which the
         recipient is able to purchase with the amount so received or recovered
         in other currency on the date of receipt of that recovery (or, if it is
         not possible to make that purchase on that date, on the first date on
         which it is possible to do so). If that Relevant Currency amount is
         less than the Relevant Currency amount expressed to be due to the
         recipient pursuant to any Guaranteed Obligation, each Guarantor shall
         indemnify the recipient against the cost of making any such purchase.
         For the purposes of this indemnity, it will be sufficient for the
         relevant Beneficiary to certify (indicating the sources of information
         used) that it would have suffered a loss had the actual purchase of the
         Relevant Currency been made with the amount so received in that other
         currency on the date of receipt or recovery (or, if a purchase of the
         Relevant Currency on such date had not been possible, on the first date
         on which it would have been possible). These indemnities, to the extent
         permitted by law: (1) constitute a separate and independent obligation
         from the other obligations of each Guarantor; (2) shall give rise to a
         separate and independent cause of action; (3) shall apply irrespective
         of any waiver granted by any Beneficiary; and (4) shall continue in
         full force and effect despite any other judgment, order, claim or proof
         for a liquidated amount in respect of any Guaranteed Obligation, or any
         other judgment or order.

11.      SUSPENSE ACCOUNT

         Any monies received, recovered or realised by any Beneficiary under or
         pursuant to this Guarantee (including the proceeds of any conversion of
         currency) may in its discretion

                                     - 6 -

<PAGE>

         be credited to and held in any suspense or impersonal account pending
         their application from time to time in or towards the discharge of this
         Guarantee. The Guarantors shall have no right to require that any
         monies received by any Beneficiary pursuant to this Guarantee be
         applied at any particular time or times.

12.      NOTICES

12.1     All notices, demands and other communications to any Guarantor
         hereunder shall be made in writing (by letter or fax) and shall be sent
         to such Guarantor in care of the Issuer at:

         Regents Place
         338 Euston Road
         London NW1 3BT
         England

         Fax:       +44 207 493 1974
         Attention: Company Secretary

         or to such other address or fax number or for the attention of such
         other Person or department as the Issuer has notified to the
         Beneficiaries in writing pursuant to Clause 12.2 hereof. Any such
         notice, demand or other communication shall be deemed to have been made
         on each Guarantor.

12.2     All notices, demands and other communications to the Beneficiaries
         hereunder shall be made in writing (by letter or fax) and shall be sent
         to the Beneficiaries in care of the Senior Note Trustee at:

         767 Third Avenue
         31st Floor
         New York
         New York 10017
         U.S.A.

         Fax:       +1 212 750 1361
         Attention: Corporate Trust Office

         with a mandatory copy to the Security Trustee at:

         Fifth Floor
         100 Wood Street
         London EC2V 7EX

         Fax:       +44 207 696 5261
         Attention: Trust Management Department

         or to such other address or fax number or for the attention of such
         other Person or department as the Senior Note Trustee or the Security
         Trustee (as the case may be) has notified to the Issuer in writing
         pursuant to Clause 12.1 hereof.

                                     - 7 -

<PAGE>

12.3     EFFECTIVENESS

         Every notice, demand or other communication sent in accordance with
         Clause 12.1 or Clause 12.2 shall be effective upon receipt by the
         Issuer or the Senior Note Trustee (as the case may be).

13.      JOINT GUARANTORS

13.1     The liability of each Guarantor under this Guarantee shall be joint and
         several with each other Guarantor and every indemnity, agreement and
         undertaking contained in this Guarantee shall be construed accordingly.

13.2     The liability of each Guarantor under this Guarantee to the
         Beneficiaries shall not be discharged or affected in any way (a) by
         reason of the invalidity, voidability or unenforceability of this
         Guarantee as regards any other Guarantor or any other security or (b)
         by any Beneficiary releasing, discharging, compounding with or varying
         the liability under this Guarantee of, or making any other arrangement
         with, any other Guarantor.

14.      PARTIAL INVALIDITY

         If at any time, any provision of this Guarantee is or becomes illegal,
         invalid or unenforceable in any respect under the law of any
         jurisdiction, neither the legality, validity nor enforceability of the
         remaining provisions of this Guarantee or of such provisions under the
         law of any other jurisdiction shall in any way be affected or impaired
         thereby.

15.      LAW AND JURISDICTION

15.1     This Guarantee and all matters arising from or connected with it shall
         be governed by and construed in accordance with English law, except to
         the extent provisions of the Trust Indenture Act are included or deemed
         to be included herein, as to which the Trust Indenture Act shall
         govern.

15.2     Each party hereto agrees that the courts of (a) England and (b) the
         State of New York located in the City and County of New York or in the
         United States District Court for the Southern District of New York have
         jurisdiction to settle any dispute (a "DISPUTE"), arising from or
         connected with this Guarantee (including a dispute regarding the
         existence, validity or termination of this Guarantee) or the
         consequences of its nullity.

15.3     Each party hereto agrees that the courts referred to in Clause 15.2 are
         the most appropriate and convenient courts to settle any Dispute.

15.4     Clause 15.2 and 15.3 are for the benefit of the Beneficiaries only. As
         a result, nothing in this Guarantee prevents the Beneficiaries from
         taking proceedings relating to a Dispute ("PROCEEDINGS") in any other
         courts with jurisdiction. To the extent allowed by law, the
         Beneficiaries may take concurrent Proceedings in any number of
         jurisdictions.

15.5     Each Guarantor agrees that the documents which start any Proceedings
         and any other documents required to be served in relation to those
         Proceedings may be served on it by being delivered (a) in connection
         with any Proceedings in England, to the Issuer at Regents Place, 338
         Euston Road, London, NW1 3BT, England or, if different, the

                                     - 8 -

<PAGE>

         Issuer's registered office for the time being or at any address of the
         Issuer or any Guarantor in Great Britain at which process may be served
         on such Guarantor in accordance with Part XXIII of the Companies Act
         1985 and (b) in connection with any Proceedings in the Borough of
         Manhattan, New York, to Marconi Electronic Systems Holdings Inc., attn:
         Patricia Hoffman, c/o Marconi Communications, Inc., 333 Pierce Road,
         Suite 370, Itasca, Illinois 60143 USA, or if different, the principal
         place of business of Marconi Electronic Systems Holdings Inc. in the
         United States of America for the time being. If any such Person is not
         or ceases to be effectively appointed to accept service of process on
         behalf of the Guarantors, the Guarantors (acting together) shall, on
         the written demand of the Security Trustee addressed to the Guarantors
         and delivered to the Guarantors in accordance with Clause 12 hereof,
         appoint a further Person in England or (as the case may be) the County
         of New York to accept service of process on their behalf and, failing
         such appointment within 15 days, the Security Trustee shall be entitled
         to appoint such a Person by written notice addressed to the Guarantors
         and delivered to the Guarantors in accordance with Clause 12 hereof.
         Nothing in this paragraph shall affect the right of the Beneficiaries
         to serve process in any other manner permitted by law. This Clause 15.5
         applies to Proceedings in England and in the County of New York.

15.6     Each Guarantor consents generally in respect of any Proceedings to the
         giving of any relief or the issue of any process in connection with
         such Proceedings including (without limitation) the making, enforcement
         or execution against any property whatsoever (irrespective of its use
         or intended use) of any order or judgment which is made or given in
         such Proceedings.

15.7     To the extent permitted by law, each Guarantor hereby waives any
         objections to the enforcement by any court referred to in Clause 15.2
         of any judgment validly obtained in any court referred to in Clause
         15.2 on the basis of any such legal suit, action or proceeding.

15.8     To the extent that any Guarantor may in any jurisdiction claim for
         itself or its assets or revenues immunity from suit, execution,
         attachment (whether in aid of execution, before judgment or otherwise)
         or other legal process and to the extent that such immunity (whether or
         not claimed) may be attributed in any such jurisdiction to any
         Guarantor or their respective assets or revenues, each Guarantor agrees
         not to claim and irrevocably waives such immunity to the full extent
         permitted by the laws of such jurisdiction and, in particular, to the
         extent that in any Proceedings taken in the City of New York or
         elsewhere in the United States the foregoing waiver of immunity shall
         have the fullest scope permitted under the United States Foreign
         Sovereign Immunities Act of 1976 and is intended to be irrevocable for
         the purposes of such Act.

16.      DEPOSIT OF DEED OF GUARANTEE

         This Guarantee shall be deposited with and held by the Security Trustee
         until the date which is two years after all the Guaranteed Obligations
         have been discharged in full. The Guarantors hereby acknowledge the
         right of each Beneficiary to the production of this Guarantee.

                                     - 9 -

<PAGE>

17.      UNCONDITIONAL RIGHT TO RECEIVE PAYMENT

         Notwithstanding any other provision of this Guarantee, the right of any
         Senior Noteholder to receive payment of principal and interest on, and
         any premium and Additional Amounts (if any) on the Senior Notes held by
         such Senior Noteholder, on or after the respective due dates expressed
         in such Senior Notes, or to institute suit for the enforcement of any
         such payment on or after such respective dates, shall not be impaired
         or affected without the consent of such Senior Noteholder, and,
         therefore, each Senior Noteholder has a direct right to institute suit
         to enforce such payment.

18.      COUNTERPARTS

         This Guarantee may be executed in any number of counterparts, each of
         which is an original and all of which together evidence the same
         agreement.

                                     - 10 -

<PAGE>

IN WITNESS WHEREOF this Guarantee has been executed as a deed by each Guarantor
and is intended to be and is hereby delivered by each Guarantor as a deed on the
date specified above.

THE GUARANTORS

EXECUTED as a DEED by each Guarantor

<PAGE>

                                   SCHEDULE 1

                               INITIAL GUARANTORS

Marconi Communications, Inc.

Marconi Networks Worldwide, Inc.

Marconi Communications Technology, Inc.

Marconi Communications Federal, Inc.

Marconi Acquisition Corp.

Marconi Intellectual Property (Ringfence) Inc.

Marconi Communications Limited, a private limited company incorporated under the
laws of the Republic of Ireland

Marconi Communications Optical Networks Limited

Marconi Communications, S.A. de C.V.

Marconi Communications de Mexico, S.A. de C.V.

Marconi Communications Exportel, S.A. de C.V.

Administrativa Marconi Communications, S.A. de C.V.

Marconi Communications B.V.

Marconi Communications GmbH, a private company incorporated under the laws of
Switzerland

Metapath Software International Limited

Mobile Systems International Holdings Limited

GPT Special Project Management Limited

Marconi Communications Limited, a private limited company incorporated under the
laws of England and Wales

Marconi Communications International Limited

Marconi Communications China Limited

Marconi Communications International Investments Limited

Marconi Communications International Holdings Limited

Marconi Communications Investments Limited

Marconi Communications Holdings Limited

Marconi (Bruton Street) Limited

                                      - 1 -

<PAGE>

Marconi (DGP1) Limited

Marconi (DGP2) Limited

Marconi Bonding Limited

Marconi Optical Components Limited

Associated Electrical Industries Limited

English Electric Company Ltd

Marconi (Elliott Automation) Limited

Elliott Automation Holdings Limited

Marconi Aerospace Unlimited

Marconi UK Intellectual Property Limited

Marconi (NCP) Limited

Highrose Limited

Marconi Inc.

Marconi Holdings, LLC.

Marconi Communications North America Inc.

FS Holdings Corp.

FS Finance Corp.

Marconi Software International, Inc.

Metapath Software International (US), Inc.

Metapath Software International, Inc.

Marconi Intellectual Property (US), Inc.

Marconi Communications Holdings GmbH

Marconi Communications GmbH, a private company incorporated under the laws of
the Federal Republic of Germany

Marconi Communications Real Estate GmbH

Marconi Holdings S.p.A.

Marconi Communications S.p.A.

Marconi Sud S.p.A.

Marconi Australia Holdings Pty Limited

                                     - 2 -

<PAGE>

Marconi Australia Pty Limited

Marconi Communications Asia Limited

G.E.C. (Hong Kong) Limited

Bruton Street Overseas Investments Limited

Regents Place, Inc.

                                     - 3 -

<PAGE>

                                   SCHEDULE 2

                            FORM OF ACCESSION LETTER

To:      [        ] as SECURITY TRUSTEE

         [        ] as SENIOR NOTE TRUSTEE

From:    [Member of the Group]                                  Dated:

Dear Sirs

                 GUARANTEE DATED 19 MAY, 2003 (THE "GUARANTEE")
               OF THE GUARANTEED SENIOR SECURED NOTES DUE 2008 OF
                             MARCONI CORPORATION PLC

1.       [Member of the Group] agrees to become an additional Guarantor and to
         be bound by the terms of the Guarantee as a Guarantor pursuant to
         Clause 3 of the Guarantee. [Member of the Group] is a [company duly
         incorporated] under the laws of [name of relevant jurisdiction] and is
         a [limited liability company] with registered number [ ].

2.       [Member of the Group's] administrative details are as follows:

         Address:

         Fax No.:

         Attention:

3.       This deed is governed by English law.

4.       Terms which are used in this Accession Letter which are not defined in
         this Accession Letter but are defined in the Guarantee shall have the
         meaning given to those terms in the Guarantee.

5.       This Accession Letter is entered into by deed.

[MEMBER OF THE GROUP]

                                     - 4 -

<PAGE>

                                   SCHEDULE 3

                                   DEFINITIONS

                                     - 5 -