<PAGE>   1
                                                                    EXHIBIT 99.3

                                                                CONFORMED COPY



             DATED                                      6 APRIL 2001
             -------------------------------------------------------

                             SUPPLEMENTAL AGREEMENT
                                   RELATING TO
                               FACILITIES OF UP TO
                                 US$550,000,000
                       (TO BE REDUCED TO (euro)300,000,000)


                                      AMONG

                     GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.


                       BANC OF AMERICA SECURITIES LIMITED
                             DEUTSCHE BANK AG LONDON
                                       AND
                         DRESDNER BANK AG LONDON BRANCH
                                    ARRANGERS


                             DEUTSCHE BANK AG LONDON
                                      AGENT




                                  Norton Rose

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                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE                                                                              PAGE
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<S>                                                                                  <C>
1      Interpretation.................................................................1

2      Amendments to the Principal Agreement..........................................2

3      Waivers to and consents under the Principal Agreement and Security Documents...2

4      Confirmations and agreements...................................................3

5      Representations and warranties.................................................7

6      Fees and expenses..............................................................9

7      Miscellaneous..................................................................9

8      Governing law..................................................................9

Schedule 1 The Original Guarantors.....................................................

Schedule 2 Restated Agreement..........................................................

Schedule 3 Waivers and consents to the Principal Agreement.............................

Schedule 4 Conditions Precedent........................................................

Schedule 5 (A) GTS Inc. Asset Transfer.................................................

Schedule 5(B) Esprit Asset Transfer....................................................
</TABLE>




<PAGE>   3


THIS SUPPLEMENTAL AGREEMENT is dated 6 April 2001 and made

BETWEEN:

(1)    GLOBAL TELESYSTEMS EUROPE B.V. as the Immediate Shareholder, Guarantor
       and a Security Provider;

(2)    GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V. as Original Borrower;

(3)    THE ENTITIES whose names and registered offices are set out in schedule 1
       as Guarantors;

(4)    GLOBAL TELESYSTEMS, INC. as the Ultimate Shareholder;

(5)    BANC OF AMERICA SECURITIES LIMITED, DEUTSCHE BANK AG LONDON and DRESDNER
       BANK AG LONDON as Arrangers;

(6)    BANK OF AMERICA N.A., DEUTSCHE BANK AG LONDON and DRESDNER BANK AG LONDON
       BRANCH as Banks;

(7)    DEUTSCHE BANK AG LONDON as Agent, Working Capital Bank and as Security
       Trustee.

WHEREAS:

(A)    This Supplemental Agreement is supplemental to an agreement dated 14th
       July 2000, made between Global TeleSystems Europe Holdings B.V. as
       Original Borrower and Guarantor (1), Global TeleSystems Europe B.V. as
       the Immediate Shareholder and Guarantor (2), the entities whose names and
       registered offices are set out in part A of schedule 1 thereto as
       Original Guarantors (3), Global TeleSystems, Inc. as the Ultimate
       Shareholder (4), Deutsche Bank AG London Branch, Banc of America
       Securities Limited and Dresdner Bank AG London Branch as Arrangers (5),
       the banks and financial institutions whose names and addresses are set
       out in part C of schedule 1 thereto (6), Deutsche Bank AG London as Agent
       (7), Deutsche Bank AG London as Security Trustee (8), and Deutsche Bank
       AG London as Working Capital Bank (9) (as amended and waived) (the
       "PRINCIPAL Agreement").

(B)    The parties to this Supplemental Agreement have agreed that the Principal
       Agreement be amended and waived to the extent set out in this
       Supplemental Agreement.

(C)    The parties to this Supplemental Agreement recognise that the Ultimate
       Shareholder will be inquiring into the possibility of obtaining private
       equity investment in either itself or its affiliates, and agree to work
       together in good faith to endeavour to identify, discuss and, subject to
       the agreement of all the parties to this Supplemental Agreement, address
       and implement changes to the Restated Agreement and this Supplemental
       Agreement necessary or appropriate to obtain such investment.

NOW IT IS HEREBY AGREED as follows:

1      INTERPRETATION

1.1    DEFINITIONS IN PRINCIPAL AGREEMENT

       Unless the context otherwise requires and save as mentioned below, words
       and expressions defined in the Principal Agreement (or which will be
       defined in the Principal Agreement following the amendments pursuant to
       this Supplemental Agreement) or, unless otherwise defined in the
       Principal Agreement (or which will be defined in the Principal Agreement
       following the amendments pursuant to this Supplemental Agreement), the
       Security Trust Deed shall have the same meanings when used in this
       Supplemental Agreement. In this Supplemental Agreement, unless the
       context otherwise requires:

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       "EFFECTIVE DATE" means the date on which the Agent receives the documents
       and evidence set out in schedule 4 satisfactory in form and substance to
       all the Banks;

       "PERMITTED ULTIMATE SHAREHOLDER ACQUISITION" means any transaction by a
       member of the Ultimate Shareholder Group which is not a member of the
       Group otherwise prohibited by clause 4.5 provided that:

       (i)  in the case of an acquisition, the consideration paid or payable by
            the member of the Ultimate Shareholder Group in relation thereto is
            satisfied entirely by the issue of shares in the Ultimate
            Shareholder;

       (ii) the aggregate amount of liabilities of the Ultimate Shareholder
            Group (other than the Group) in respect of all Permitted Ultimate
            Shareholder Acquisitions together with the aggregate amount of
            liabilities of the Group in respect of Permitted Acquisitions does
            not exceed (euro)25,000,000. For these purposes "liabilities" means
            the transfer or application of cash (or its equivalent) whether by
            loan or otherwise or assets to, or on behalf of, or for the account
            of, any acquired entity, joint venture or partnership or the
            guarantee of the obligations of any such acquired entity, joint
            venture or partnership;

       "RESTATED AGREEMENT" means the Principal Agreement as amended and waived
       pursuant to this Supplemental Agreement;

       "SUPPLEMENTAL AGREEMENT" means this Supplemental Agreement; and

       "US CHARGE OVER ACCOUNT" means the charge over the Ultimate Shareholder's
       account in New York with the Security Trustee entered into or to be
       entered into by the Ultimate Shareholder in the agreed form.

1.2    INTERPRETATION OF PRINCIPAL AGREEMENT

       References in the Principal Agreement to "THIS AGREEMENT" shall, with
       effect from the Effective Date and unless the context otherwise requires,
       be references to the Principal Agreement as amended by this Supplemental
       Agreement and words such as "HEREIN", "HEREOF", "HEREUNDER", "HEREAFTER",
       "HEREBY" and "HERETO", where they appear in the Principal Agreement shall
       be construed accordingly.

1.3    INCORPORATION OF CERTAIN REFERENCES

       Clauses 1.3, 1.4 and 1.5 of the Principal Agreement shall be deemed to be
       incorporated in this Supplemental Agreement in full, mutatis mutandis.

1.4    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

       No terms of this Supplemental Agreement are enforceable under the
       Contracts (Rights of Third Parties) Act 1999 by a person who is not a
       party to this Supplemental Agreement.

2      AMENDMENTS TO THE PRINCIPAL AGREEMENT

       With effect from the Effective Date, the Principal Agreement shall be
       amended and restated as set out in schedule 2 and all obligations in the
       Principal Agreement will be superseded as of the Effective Date and
       replaced by the obligations set out in the Restated Agreement attached at
       schedule 2.

3      WAIVERS TO AND CONSENTS UNDER THE PRINCIPAL AGREEMENT AND SECURITY
       DOCUMENTS

       With effect from the Effective Date, breaches (if any) of the clauses of
       the Principal Agreement and Security Documents set out in schedule 3
       shall be waived by the Banks and/or consents





                                       2
<PAGE>   5

       shall be given thereunder by the Banks to the extent of the matters set
       out against the relevant clause in schedule 3.

4      CONFIRMATIONS AND AGREEMENTS

       With effect from the Effective Date:

4.1    the Banks, relying on the representations and warranties provided by the
       Original Borrower, the Immediate Shareholder and GTS Network at clause
       5.1.9, confirm that the conditions subsequent set out in clauses 3.6.1
       and 3.6.2 of the Principal Agreement to be satisfied no later than the
       date falling 6 months or the date falling 9 months (as applicable) after
       the date of the Principal Agreement have been satisfied;

4.2    the confirmation given in clause 4.1 is without prejudice to the on-going
       application of clause 3.6 of the Restated Agreement and, for the
       avoidance of doubt, the Original Borrower undertakes that it will
       continue to comply with the terms of clause 3.6 of the Restated
       Agreement;

4.3    the Ultimate Shareholder undertakes that it will ensure that all material
       Necessary Authorisations not in the name of an Obligor on the Effective
       Date are transferred to and/or replacements issued to an Obligor as soon
       as reasonably practical after the Effective Date (other than those to
       which the proviso to clause 3.6 of the Restated Agreement applies, which
       should be transferred in accordance with the proviso to clause 3.6 of the
       Restated Agreement) and will deliver to the Agent within 60 days of the
       Effective Date a list providing reasonable details of all material
       Necessary Authorisations which are not in the name of an Obligor;

4.4    the Ultimate Shareholder undertakes that, subject to clause 12.1.24 of
       the Restated Agreement, all cash or equivalent balances retained by the
       Ultimate Shareholder from the Effective Date (other than the Permitted
       Cash Balances) will be held in the account which is the subject of the US
       Charge over Accounts;

4.5    the Ultimate Shareholder undertakes that it will not and will procure
       that no member of the Ultimate Shareholder Group will enter into any
       joint venture or partnership arrangements, make any acquisition of shares
       or other ownership interests in any person or acquire all or a
       substantial part of the assets, property or business of any other person
       or any other person or any assets that constitute a division or operating
       unit of the business of any other person (other than (A) in the case of a
       member of the Group, to the extent permitted under clause 12.2.8 of the
       Restated Agreement and (B) a Permitted Ultimate Shareholder Acquisition);

4.6    the Finance Parties agree that to the extent that the Ultimate
       Shareholder issues new shares after the date of this Supplemental
       Agreement for consideration in cash or otherwise not exceeding
       $50,000,000 (net of taxes, fees and commission directly relating to such
       issue) in aggregate for all such issues, it may retain such consideration
       for general corporate purposes (and, for the avoidance of doubt, shall
       not be obliged to contribute the proceeds of such issue to the Group or
       to apply such proceeds against the cash outflows of the Ultimate
       Shareholder in respect of which the Original Borrower is entitled to make
       payments to the Ultimate Shareholder pursuant to the Restated Agreement).
       The Finance Parties further agree that such retained cash or otherwise
       not exceeding $50,000,000 (net of taxes, fees and commission directly
       relating to such issue) shall not be taken to form part of the gross cash
       balances for the purpose of clause 4.1.3 of the Restated Agreement. The
       Ultimate Shareholder undertakes to procure that any excess above
       $50,000,000 and the proceeds (net of taxes, fees and commission directly
       relating to such issue) of any other raising of funds by the Ultimate
       Shareholder or any other member of the Ultimate Shareholder Group who is
       not a member of the Group or the Central European Group (by way of the
       issuance of shares, other than a Permitted Issuance, or the raising of
       Borrowed Money) is applied promptly in or towards the prepayment and
       cancellation of the Facility and the reduction of availability under
       clause 4.1.1 of the Restated Agreement. For the purposes of this clause
       4.6 "Permitted Issuance" means the issuance of shares of the Ultimate
       Shareholder pursuant to any employee or officer stock ownership, purchase
       or option plan or 401(k) plan;

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<PAGE>   6

4.7    the parties to this Supplemental Agreement agree to work with each other
       in good faith towards the objective of closing a refinancing of the
       Facility in full as soon as reasonably practical;

4.8    the Original Borrower undertakes that no later than 1 June 2001, the
       executed asset transfer agreements in respect of the assets identified in
       schedule 5 (other than the asset transfer agreements in respect of shares
       of Global TeleSystems (Luxembourg) Sarl, Netcom Holdings Limited, GTS
       eSolutions, LLC and Global TeleSystems Property Limited which shall be
       delivered on or before the Effective Date) will be delivered to the
       Agent, together with a certificate from an Authorised Officer of the
       Original Borrower that such agreements have become unconditional in all
       respects, and, if an independent appraisal of the value of any of such
       assets is required pursuant to the terms of the High Yield Securities, a
       copy of such appraisal addressed to the Banks will be delivered to the
       Agent. The parties to this Supplemental Agreement agree that there will
       be no breach of this undertaking if on 1 June 2001 :

4.8.1  the asset transfer agreements referred to in this clause 4.8 are
       delivered;

4.8.2  the appraisals addressed to the Banks referred to in this clause 4.8 are
       delivered;

4.8.3  in respect of those asset transfers which have not become unconditional
       in all respects as a result of any third party consents to such transfers
       not being obtained (the "NON-TRANSFERRED ASSETS") (i) in respect of the
       assets identified in schedule 5(B) the Ultimate Shareholder certifies
       that it has assumed that part of the payable owed by Esprit to any member
       of the Group which would have been extinguished by the acquisition by the
       Group of such Non-Transferred Assets. In such an event such payable
       assumed by the Ultimate Shareholder shall be netted off from the payables
       owed by the Original Borrower to the Ultimate Shareholder which are the
       subject of the Deed of Subordination and Assignment of Shareholders Loans
       referred to in schedule 4 paragraph 11 and (ii) in respect of the assets
       identified in schedule 5(A), the payables owed by the Original Borrower
       to the Ultimate Shareholder in respect of such Non Transferred Assets
       shall be netted off from the payables owed by the Original Borrower to
       the Ultimate Shareholder which are the subject of the Deed of
       Subordination and Assignment of Shareholder Loans referred to in schedule
       4, paragraph 11.

       All documents and evidence delivered pursuant to clause 4.8 shall be in
       form and substance reasonably satisfactory to all the Banks;

4.9    the Original Borrower undertakes to and shall procure that each of Global
       TeleSystems (Luxembourg) Sarl, Netcom Holdings Limited, GTS eSolutions,
       LLC and Global TeleSystems Property Limited shall to the extent
       applicable comply with clauses 10.18.1 and 12.1.22 of the Principal
       Agreement;

4.10   the Ultimate Shareholder undertakes to procure that all shares in Esprit
       Newco to be issued to a member of the Ultimate Shareholder Group are
       issued to an Obligor and the Original Borrower undertakes to within 5
       days of the making of the Court order in respect of the Esprit
       Restructuring, deliver to the Agent a Share Security in respect of the
       shares held by an Obligor in Esprit Newco, duly executed, together with
       all applicable documents and evidence listed in part B of schedule 3 of
       the Principal Agreement applicable to such Share Security, in each case
       in form and substance reasonably satisfactory to all the Banks.

4.11   in respect of clause 4.11(vi), the Original Borrower and, in all other
       respects, the Ultimate Shareholder undertake:

       (i)    to use all reasonable endeavours to procure that all its shares in
              Golden Telecom are transferred to the Original Borrower as soon as
              possible and, subject to the Banks' undertaking at clause 4.11(vi)
              below, in any event shall procure that all such shares (other than
              the Purchase Shares) are transferred to the Original Borrower
              immediately after the day falling 60 days after the Closing Date;

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<PAGE>   7

       (ii)   to use all reasonable endeavours to transfer all its shares in
              Golden Telecom to the Original Borrower immediately if the Golden
              Telecom Sale and Purchase Agreement is terminated; provided that
              if such transfer is not made within a reasonable time, the
              Ultimate Shareholder undertakes to deliver to the Agent, a Share
              Security over its shares in Golden Telecom duly executed and
              delivered, together will all applicable documents and evidence
              listed in part B of schedule 3 of the Principal Agreement, in each
              case in form and substance reasonably satisfactory to all the
              Banks;

       (iii)  if the Ultimate Shareholder sells all its shares in Golden
              Telecom, the Ultimate Shareholder undertakes, on the date of
              receipt by the Ultimate Shareholder, to on-lend to the Original
              Borrower the consideration received pursuant to the terms of the
              intercompany loan agreement which is the subject of the Deed of
              Subordination and Assignment of Shareholder Loans referred to in
              schedule 4, part 11 to the extent that, on the date of such
              receipt, the gross cash balances (other than the Permitted Cash
              Balances) of the Ultimate Shareholder Group exceed $10,000,000;

       (iv)   not to amend any material provision of, or waive any material
              right under, the Golden Telecom Sale and Purchase Agreement (or
              any document delivered thereunder) without the consent of the
              Banks (such consent not to be unreasonably withheld);

       (v)    in the event that payment under the Note is not made within 3 days
              of 31 May 2001 to procure that the pledgee exercises its rights
              under the Pledge Agreement to the fullest extent legally possible
              (save that the pledgee shall not be obliged to exercise any such
              right for a period of ten days after the day falling 3 days after
              31 May 2001) and as soon as legally possible following the
              exercise of such rights to procure that the Purchase Shares are
              transferred to the Original Borrower;

       (vi)   in respect of all shares in Golden Telecom transferred to the
              Original Borrower deliver to the Agent contemporaneously with the
              transfer of such shares to the Original Borrower, a Share Security
              duly executed and delivered by the Original Borrower, together
              with all applicable documents and evidence listed in part B of
              schedule 3 of the Principal Agreement, in each case in form and
              substance reasonably satisfactory to all the Banks. The Banks
              undertake to release such Share Security (unconditionally without
              set-off and whether or not a Default has occurred) against payment
              of the purchase price pursuant to the Golden Telecom Sale and
              Purchase Agreement or the relevant option agreement in respect of
              any shares sold to a Purchaser pursuant to the Alfa Stock Option
              Agreement, the CIG Stock Option Agreement or the Barings Stock
              Option Agreement (as applicable);

       (vii)  in the event that Alfa Bank Holdings Limited transfers its rights
              and obligations under the Golden Telecom Sale and Purchase
              Agreement to Alfa Telecom, use all reasonable endeavours to
              deliver to the Agent the following documents in each case in form
              and substance reasonably satisfactory to all the Banks:

              (a)  an assignment of the Ultimate Shareholder's rights under the
                   New York law guarantee issued to support the obligations of
                   Alfa Telecom under the Note in favour of the Security
                   Trustee;

              (b)  a certificate from an Authorised Officer of the Ultimate
                   Shareholder confirming that the constitutive documents of the
                   Ultimate Shareholder have not been amended from the form and
                   delivered to the Agent pursuant to a Principal Agreement;

              (c)  to the extent not approved by the resolutions referred to in
                   schedule 4 paragraph 12, a copy, certified as a true copy by
                   an Authorised Officer of the Ultimate Shareholder of
                   resolutions of the relevant boards and/or committees of the
                   Ultimate Shareholder, evidencing approval of the assignment
                   referred to in (a) above and authorising its appropriate
                   officers to execute and deliver the assignment and to give
                   all notices and take all other action required by the
                   Ultimate Shareholder under such assignment;

                                       5
<PAGE>   8

              (d)  Specimen Signatures, authenticated by an Authorised Officer
                   of the Ultimate Shareholder of the persons authorised in the
                   resolutions of the Board of Directors or equivalent, referred
                   to in (c) above;

              (e)  a copy, certified as a true copy by an Authorised Officer of
                   the Ultimate Shareholder, of all consents, authorisations,
                   licences and approvals required by the Ultimate Shareholder
                   in connection with the execution, delivery, validity,
                   enforceability and admissibility in evidence of the
                   assignment and the performance by the Ultimate Shareholder;

       (viii) in the event that the Note is issued, use all reasonable
              endeavours to deliver to the Agent, in form and substance
              reasonably satisfactory to the Banks, an assignment of the
              relevant member of the Ultimate Shareholder Group's rights under
              the Note in favour of the Security Trustee, together with all
              documents listed in 4.11(viii) (b) to (e) above;

       Capitalised terms used in this clause 4.11 shall, unless otherwise
       defined in this Supplemental Agreement, have the meanings given to them
       in the Golden Telecom Sale and Purchase Agreement.

4.12   the Ultimate Shareholder undertakes to procure that, within 90 days of
       the Effective Date:

       (i)    the entire Central European Group is transferred to a new company,
              incorporated in the Netherlands;

       (ii)   100 per cent. of the issued share capital of such new company is
              held by or transferred to the Original Borrower; and

       (iii)  a Share Security in respect of the shares of such new company is
              delivered to the Agent, duly executed, together with all
              applicable documents and evidence listed in part B of schedule 3
              of the Principal Agreement applicable to such Share Security, in
              each case in form and substance satisfactory to all the Banks;

4.13   the parties to this Supplemental Agreement agree that this Supplemental
       Agreement shall not be deemed to have become effective on the Effective
       Date and the terms and conditions contained herein shall not apply if
       Ernst & Young have not issued an unqualified report on the financial
       statements of the Ultimate Shareholder Group and the Immediate
       Shareholder Group in respect of the financial year ended 31 December 2000
       no later than 13 April 2001 or, in the case of the Group, 20 April 2001;
       and

4.14   The Ultimate Shareholder undertakes to deliver to the Agent, in form and
       substance reasonably satisfactory to all the Banks, prior to the date of
       the transfers referred to herein, all copies, certified as true copies by
       an Authorised Officer of the Ultimate Shareholder of (a) resolutions by
       the relevant boards and/or committees of the Ultimate Shareholder
       evidencing approval of the transfer of its shares in Golden Telecom and
       the Central European Group after the date hereof and authorising its
       appropriate officers to execute and deliver all documents required to
       transfer its shares in Golden Telecom and the Central European Group and
       take all action required by the Ultimate Shareholder to transfer its
       Shares in Golden Telecom and the Central European Group and (b) all
       consents, authorisations, licences and approvals requested by the
       Ultimate Shareholder in connection with the execution, delivery,
       validity, enforceability and admissibility in evidence of the transfer of
       its shares in Golden Telecom and the Central European Group and the
       performance by the Ultimate Shareholder in order to transfer its shares
       in Golden Telecom and the Central European Group.

       The undertakings referred to in clauses 4.2, 4.3, 4.7, 4.9, 4.11, 4.12
       and 4.14 shall be deemed to be an undertaking for the purpose of clause
       14.1.3 of the Principal Agreement and the undertakings referred to in
       clauses 4.4, 4.5, 4.6, 4.8 and 4.10 shall be deemed to be an undertaking
       for the purpose of clause 14.1.2 of the Principal Agreement.

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5      REPRESENTATIONS AND WARRANTIES

5.1    Each Obligor (other than the Immediate Shareholder) in respect of itself
       and its Subsidiaries, other than in the case of clauses 5.1.7, 5.1.9 and
       5.1.10 which shall be given by the Original Borrower, the Immediate
       Shareholder and GTS Network (as applicable), the Immediate Shareholder
       (in respect of itself only) and, as the case may be, the Ultimate
       Shareholder (in respect of itself only) represents and warrants to each
       of the Finance Parties that:

5.1.1     Due incorporation

          the Ultimate Shareholder, all the Obligors and the members of the
          Group are duly incorporated or formed and validly existing under the
          laws of their respective places of incorporation or formation and have
          power to carry on their respective businesses as they are now being
          conducted and to own their respective property and other assets;

5.1.2     Corporate power

          it has power to execute, deliver and perform its obligations under
          this Supplemental Agreement and all necessary corporate, shareholder
          and other action has been taken to authorise the execution, delivery
          and performance of this Supplemental Agreement;

5.1.3     Binding obligations

          this Supplemental Agreement, when executed and delivered by each
          Obligor or (as the case may be), the Ultimate Shareholder or (as the
          case may be) the Immediate Shareholder will constitute valid and
          legally binding obligations of each of the Obligors, the Immediate
          Shareholders and the Ultimate Shareholder enforceable in accordance
          with its terms subject to the qualifications contained in the legal
          opinions referred to in schedule 4;

5.1.4     No conflict with other obligations

          the execution and delivery of, the performance of its obligations
          under, and compliance with the provisions of, this Supplemental
          Agreement by the Obligors, the Immediate Shareholder and the Ultimate
          Shareholder will not (i) contravene, in any material respect, any
          existing applicable law, statute, rule or regulation generally
          applicable to transactions of this type or any judgment, decree or
          permit to which any of the Obligors, the Immediate Shareholder and the
          Ultimate Shareholder is subject and aware of, (ii) conflict with, in
          any material respect, or result in any material breach of any of the
          terms of, or constitute a material default under, any material
          agreement or other instrument to which any of the Obligors, the
          Immediate Shareholder and the Ultimate Shareholder is a party or is
          subject or by which it or any of its property is bound (save for any
          conflict, breach or default caused as a result of (i) the purchasers'
          rights under the Golden Telecom Sale and Purchase Agreement and (ii)
          rights of first refusal of minority shareholders in GTS Czech a.s.),
          (iii) contravene or conflict with any provision of any of the
          Obligors, the Immediate Shareholders and the Ultimate Shareholder
          constitutive documents, (iv) breach in any respect any term of the
          Licences, (v) breach in any material respect any term of the Necessary
          Authorisations or (vi) save for the Encumbrances granted to the
          Security Trustee pursuant to the Security Documents, result in the
          creation or imposition of or oblige any of the Obligors, the Immediate
          Shareholder and the Ultimate Shareholder to create any Encumbrance
          (other than a Permitted Encumbrance) on any of their undertakings,
          assets, rights or revenues;

5.1.5     No filings required

          it is not necessary to ensure the legality, validity, enforceability
          or admissibility in evidence of this Supplemental Agreement, that it
          or any other instrument be notarised, filed, reworded, registered or
          enrolled in any court, public office or elsewhere in any Relevant
          Jurisdiction or that any stamp, registration or similar tax be paid in
          any Relevant Jurisdiction on or in relation to this Supplemental
          Agreement and this Supplemental Agreement is in proper form for its
          enforcement in the courts of England;

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<PAGE>   10

5.1.6  Consents obtained

       every consent, authorisation, licence or approval of, or registration
       with or declaration to, governmental or public bodies or authorities of
       courts required by the Ultimate Shareholder, the Immediate Shareholder or
       such Obligor (as the case may be) to authorise, or required by the
       Ultimate Shareholder, the Immediate Shareholder or such Obligor (as the
       case may be) in connection with, the execution, delivery, validity,
       enforceability or admissibility in evidence of this Supplemental
       Agreement or the performance by the Ultimate Shareholder, the Immediate
       Shareholder or such Obligor (as the case may be) of its obligations under
       this Supplemental Agreement has been obtained or made and is in full
       force and effect and there has been no material default in the observance
       of the conditions or restrictions (if any) imposed in, or in connection
       with, any of the same;

5.1.7  No Default

       (on the Effective Date only) no Default has occurred which is continuing;

5.1.8  No withholding Taxes

       no Taxes are imposed by withholding or otherwise on any payment to be
       made to any Finance Party by any Obligor under this Supplemental
       Agreement, or are imposed on or by virtue of the execution or delivery by
       any Obligor of this Supplemental Agreement or any document or instrument
       to be executed or delivered under any of this Supplemental Agreement on
       any Finance Party;

5.1.9  Licences/Necessary Authorisations

       (on the Effective Date only):

       (i)    in the case of the Original Borrower, it has complied in all
              respects with the terms set out in clauses 3.6.1 and 3.6.2 of the
              Principal Agreement that are required to have been complied with
              as of the date hereof; and

       (ii)   in the case of the Immediate Shareholder, it has transferred all
              the Licences and material Necessary Authorisations granted to it
              or which are in its name and which are required to have been
              transferred in order to meet the requirements of clauses 3.6.1.
              and 3.6.2 of the Principal Agreement to be satisfied no later than
              the date falling 6 months or 9 months (as applicable) after the
              date of the Principal Agreement;

       (iii)  in the case of the GTS Network, new Licences and material
              Necessary Authorisations have been issued to it and/or Licences
              and material Necessary Authorisations have been transferred to it
              in order to meet the requirements of clauses 3.6.1 and 3.6.2 of
              the Principal Agreement to be satisfied no later than the date
              falling 6 months or 9 months (as applicable) after the date of the
              Principal Agreement; and

5.1.10 Guarantors

       (on the Effective Date only, by reference to the Three Month Period ended
       31 December 2000 in respect of which Quarterly Management Accounts have
       been delivered to the Agent under the Principal Agreement) (i) each
       Subsidiary of the Original Borrower that is a Material Subsidiary is a
       Guarantor (other than Global TeleSystems (Nederland) B.V.); and (ii) each
       member of the Group which has received cash (or its equivalent) and/or
       property, plant and equipment from any other member of the Group and/or
       in respect of whose liabilities another member of the Group has issued a
       guarantee and which the Original Borrower is obliged to procure becomes a
       Guarantor pursuant to clause 10.18 has become a Guarantor (other than
       Global TeleSystems (Nederland) B.V.).

                                       8
<PAGE>   11

5.2    REPETITION

       The representations and warranties in clause 5.1 (other than 5.1.6, 5.1.7
       and 5.1.8) shall be deemed to be repeated by the Ultimate Shareholder,
       the Immediate Shareholder, the Original Borrower and each Guarantor on
       and as of the Effective Date, each Utilisation Date and the last day of
       each Interest Period as if made with reference to the facts and
       circumstances existing on each such day. The representations and
       warranties in clause 5.1.7, 5.1.9 and 5.1.10 shall be given by the
       Original Borrower, the Immediate Shareholder and GTS Network, as
       applicable, on the Effective Date only.

6      FEES AND EXPENSES

6.1    FEES

       The Original Borrower shall pay to the Agent, for the account of the
       Arrangers, fees as set out in a letter from the Arrangers to the Original
       Borrower dated the same date as this Supplemental Agreement.

6.2    EXPENSES

       The Original Borrower shall pay to the Agent on demand all reasonable
       expenses (including reasonable legal fees) incurred by the Finance
       Parties in connection with the negotiation, preparation and execution of
       this Supplemental Agreement.

6.3    STAMP AND OTHER DUTIES (GENERAL)

       The Original Borrower shall pay all stamp, documentary, registration or
       other duties or Taxes (including any duties or Taxes payable by, or
       assessed on, the Finance Parties) imposed on or in connection with this
       Supplemental Agreement and shall indemnify the Finance Parties against
       any liability arising by reason of any delay or omission by the Parent to
       pay such duties or Taxes.

7      MISCELLANEOUS

7.1    CONTINUATION OF PRINCIPAL AGREEMENT

       Save as amended and waived by this Supplemental Agreement, the provisions
       of the Principal Agreement shall continue in full force and effect and
       the Principal Agreement and the relevant provisions of this Supplemental
       Agreement shall be read and construed as one instrument.

7.2    COUNTERPARTS

       This Supplemental Agreement may be executed in any number of counterparts
       and by the different parties on separate counterparts, each of which when
       so executed and delivered shall be an original but all counterparts shall
       together constitute one and the same instrument.

7.3    FINANCE DOCUMENTS

       The parties to this Supplemental Agreement agree that this Supplemental
       Agreement shall be a Finance Document for the purposes of the Principal
       Agreement.

8      GOVERNING LAW

8.1    LAW

       This Supplemental Agreement shall be governed by English law.

8.2    SUBMISSION TO JURISDICTION

                                       9
<PAGE>   12

       The parties to this Supplemental Agreement agree for the benefit of the
       Finance Parties that:

8.2.1  if any party has any claim against any other arising out of or in
       connection with this Supplemental Agreement such claim shall (subject to
       clause 8.2.3) be referred to the High Court of Justice in England, to the
       jurisdiction of which each of the parties irrevocably submits;

8.2.2  the jurisdiction of the High Court of Justice in England over any such
       claim against the Finance Parties shall be an exclusive jurisdiction and
       no courts outside England shall have jurisdiction to hear or determine
       any such claim; and

8.2.3  nothing in this clause 8.2 shall limit the right of the Finance Parties
       to refer any such claim against any other party to any other court of
       competent jurisdiction outside England, to the jurisdiction of which such
       party hereby irrevocably agrees to submit, nor shall the taking of
       proceedings by any Finance Party before the courts in one or more
       jurisdictions preclude the taking of proceedings in any other
       jurisdiction whether concurrently or not.

8.3    AGENT FOR SERVICE OF PROCESS

8.3.1  The Ultimate Shareholder, the Immediate Shareholder and each Obligor
       designates, appoints and empowers GTS Carrier Services (UK) Limited at
       present of 151 Shaftesbury Avenue, London WC2H 8AL to receive for it and
       on its behalf service of process issued out of the High Court of Justice
       in England in relation to any claim arising out of or in connection with
       this Agreement.

8.3.2  For the benefit of the Finance Parties and for the purpose of this
       Supplemental Agreement and any claims arising out of or in connection
       with this Supplemental Agreement, the Immediate Shareholder and the
       Original Borrower irrevocably elects domicile (within the meaning of
       Section 1.15 of The Netherlands Civil Code) at the address from time to
       time of GTS Carrier Services (UK) Limited.

IN WITNESS whereof the parties hereto have caused this Supplemental Agreement to
be duly executed the day and year first above written.
SCHEDULE 1


                                       10
<PAGE>   13



                                   SCHEDULE 1
                             THE ORIGINAL GUARANTORS




<TABLE>
<CAPTION>

          COMPANY                      COUNTRY OF           REGISTERED NUMBER           REGISTERED ADDRESS
                                     INCORPORATION              (IF ANY)
          -------                    -------------          -----------------           ------------------
<S>                                   <C>                   <C>                     <C>
Ebone A/S                             Denmark               CVR-nr. 19743144         Lyngyvej 28,1, 2100 Copenhagen

Global TeleSystems (Denmark) A/S      Denmark               CVR-nr. 21480878         Vesterbrogade 149, 1620 Copenhagen V

GTS Transatlantic Limited             Ireland               287207                   2 Harbourmaster Place, Custom
                                                                                     House Dock, Dublin 1

Ebone Broadband Services Limited      Ireland               276431                   2 Custom House Plaza,
(formerly GTS Carrier Services                                                       Harbourmaster Place,  Dublin 1
(Ireland) Limited)

GTS Network (Ireland) Limited         Ireland               275582                   2 Custom House Plaza,
                                                                                     Harbourmaster Place,  Dublin 1

GTS Network (Belgium) B.V.B.A.        Belgium               Brussels 610-354         Terhulpsesteenweg 6A, 1560
                                                                                     Hoeilaart
</TABLE>



<PAGE>   14



                                   SCHEDULE 2



                DATED                             14 JULY 2000
                ----------------------------------------------
                     (as amended and restated pursuant to a
                   supplemental agreement dated 6 April 2001)






                                Original Borrower
                     GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
                                  Guaranteed by
               GLOBAL TELESYSTEMS EUROPE B.V., GLOBAL TELESYSTEMS
                  EUROPE HOLDINGS B.V. AND CERTAIN SUBSIDIARIES
                   OF GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
                                    Arrangers
                      BANK OF AMERICA INTERNATIONAL LIMITED
                             DEUTSCHE BANK AG LONDON
                         DRESDNER BANK AG LONDON BRANCH
                                      Agent
                             DEUTSCHE BANK AG LONDON
                                Security Trustee
                             DEUTSCHE BANK AG LONDON


                  --------------------------------------------
                                 LOAN AGREEMENT
                                       FOR
                  (euro) 300,000,000 REVOLVING CREDIT FACILITY
                             WITH A TERM OUT OPTION
                  --------------------------------------------


                                   Norton Rose


<PAGE>   15

                                    CONTENTS
<TABLE>
<CAPTION>

CLAUSE                                                                                                     PAGE
------                                                                                                     ----
<S>                                                                                                          <C>
1      Purpose and definitions................................................................................1

2      The Facility..........................................................................................19

3      Conditions............................................................................................20

4      Utilisations..........................................................................................22

5      [Deliberately left blank].............................................................................25

6      Interest..............................................................................................24

7      Repayment, cancellation and prepayment................................................................26

8      Fees and expenses.....................................................................................28

9      Payments and Taxes; accounts and calculations.........................................................30

10     Guarantee.............................................................................................34

11     Representations and warranties........................................................................39

12     Undertakings..........................................................................................44

13     Financial covenants...................................................................................54

14     Events of Default.....................................................................................58

15     Indemnities...........................................................................................62

16     Unlawfulness and increased costs; mitigation..........................................................63

17     Set-off and pro rata payments.........................................................................66

18     Assignment, transfer and funding offices..............................................................67

19     Arrangers, Agent, Security Trustee, Reference Banks and Original Borrower.............................69

20     Notices and other matters.............................................................................75

21     Governing law and jurisdiction........................................................................77

Schedule 1   Part A - The Original Guarantors................................................................79
             Part B - The Banks and their Commitments........................................................80

Schedule 2  Form of Utilisation Notice.......................................................................81

Schedule 3   Part A - Documents and evidence required as conditions precedent to first Utilisation...........82
             Part B - Documents and evidence required as conditions precedent for any
             Acceding Guarantor or Acceding Borrowers (as the case may be)...................................85

Schedule 4 Calculation of Additional Cost....................................................................87

Schedule 5 Form of Transfer Certificate......................................................................88
</TABLE>

<PAGE>   16
<TABLE>

<S>                                                                                                          <C>

Schedule 6   Part A - Compliance Certificate to be delivered by an
             Authorised Officer of the Original Borrower.....................................................91
             Part B - Accountants Report to be delivered by the auditors of the Immediate
             Shareholder Group...............................................................................93

Schedule 7 Licences..........................................................................................95

Schedule 8   Part A - Deed of Guarantor Accession............................................................96
             Part B - Deed of Borrower Accession.............................................................97

Schedule 9 Form of Quarterly Management Accounts.............................................................98

Schedule 10 Disclosures against clause 11.1.6 and 11.2.5....................................................103

Schedule 11 Permitted Disposals.............................................................................104

Schedule 12 Disclosures Against clause 3.6.2................................................................105

Schedule 13 Business Services Assets........................................................................106

Schedule 14 Central Europe Group............................................................................107
</TABLE>




<PAGE>   17


THIS AGREEMENT is dated 14 July, 2000 (as amended and restated pursuant to an
agreement dated 5 April 2001) and made BETWEEN:

(1)    GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V. as Original Borrower;

(2)    GLOBAL TELESYSTEMS EUROPE B.V. as the Immediate Shareholder;

(3)    THE ENTITIES whose respective names and registered offices are set out in
       part A of Schedule 1 as Original Guarantors;

(4)    GLOBAL TELESYSTEMS INC. as the Ultimate Shareholder;

(5)    DEUTSCHE BANK AG LONDON, BANC OF AMERICA SECURITIES LIMITED and DRESDNER
       BANK AG LONDON BRANCH as Arrangers;

(6)    THE BANKS AND FINANCIAL INSTITUTIONS whose names and addresses are set
       out in part B of schedule 1 as Banks;

(7)    DEUTSCHE BANK AG LONDON as Agent; and

(8)    DEUTSCHE BANK AG LONDON as Security Trustee.

IT IS AGREED as follows:

1      PURPOSE AND DEFINITIONS

1.1    PURPOSE

       This Agreement sets out the terms and conditions upon and subject to
       which the Banks agree, according to their several obligations, to make
       available to the Borrowers a revolving credit facility with a term out
       option of up to (euro)300,000,000 such facility to be used for the
       purposes of (i) in the case of the Original Borrower, making loans to any
       of its wholly-owned Subsidiaries to be used by such Subsidiary for any
       purpose not restricted, and to the maximum amount permitted, by this
       Agreement, (ii) financing the Group's working capital and capital
       expenditure requirements, (iii) financing expenses incurred in connection
       with the Facility, (iv) making any payments of interest under the High
       Yield Securities (other than the July 2000 and August 2000 interest
       payments on the High Yield Securities to the extent that the Immediate
       Shareholder has retained, as set out in paragraph (w)(iii) of schedule 3,
       sufficient cash to make such payments) and any other high yield
       securities agreed between the Original Borrower and the Agent (acting on
       the instruction of the Majority Banks) and/or making payments to the
       Ultimate Shareholder to the extent that the same constitute Permitted
       Payments under paragraph (b) of the definition thereof.

1.2    DEFINITIONS

       In this Agreement, unless the context otherwise requires:

       "ACCEDING BORROWERS" means those entities which are to, or have become a
       party to this Agreement as Borrowers pursuant to clause 3.5 ;

       "ACCEDING GUARANTORS" means those entities which are to, or have become a
       party to this Agreement as Guarantors pursuant to clause 10.18;

       "ACCOUNTANTS REPORT" means a report substantially in the form set out in
       part B of schedule 6 to be issued by the auditors of the Immediate
       Shareholder Group pursuant to clause 12.1.9(b);

       "ACQUIRED ASSETS" means the assets described in schedule 5 to the
       Supplemental Agreement;

                                       1
<PAGE>   18

       "ADDITIONAL COST" means in relation to any period a percentage calculated
       for such period at an annual rate determined in accordance with schedule
       4;

       "ADVANCE" means an advance made under the Facility;

       "AGENT" means Deutsche Bank AG London of Winchester House, 1 Great
       Winchester Street, London, EC2N 2DB or such other person as may be
       appointed Agent for the Banks pursuant to clause 19.13;

       "AGREED BASE CASE" means the GTS Inc. consolidated cash forecasts minus
       Esprit plus GTI sale dated 20 March 2001 as provided to the Banks under a
       letter of the same date;

       "ANNUAL BUDGET" means a budget in respect of the Group for each financial
       year containing information of a substantially similar type and to a
       substantially similar level of detail as the agreed form delivered
       pursuant to paragraph (i) of schedule 3 or containing such additional
       information or additional level of detail as the Original Borrower
       reasonably deems necessary, or, omitting such information or to such
       lesser level of detail, as has at the relevant time, been approved in
       writing by the Agent;

       "ANNUALISED CONSOLIDATED NET OPERATING CASH FLOW" means four times the
       aggregate of the Consolidated Net Operating Cash Flow of the Group (other
       than the Golden Telecom Group) in respect of the relevant Three Month
       Period after having adjusted the Consolidated Net Operating Cash Flow of
       the Group in respect of such Three Month Period as follows:

       (a)    excluding the Consolidated Net Operating Cash Flow of the Golden
              Telecom Group or attributable to the Business Services Assets to
              the extent that the same is consolidated into the Consolidated Net
              Operating Cash Flow of the Group;

       (b)    including the Consolidated Net Operating Cash Flow attributable to
              the Acquired Assets in respect of the period from 1 January 2001;

       (c)    including the Consolidated Net Operating Cash Flow of the Central
              European Group (in respect of any Utilisation made prior to its
              disposal) in respect of the period from the 1 January 2001 up to a
              maximum amount of (euro)2,000,000 in respect of any month;

       (d)    having made the adjustments in (a), 0 and (c) above, deducting any
              Consolidated Net Operating Cash Flow of the Group attributable to
              dark fibre asset sales in excess of (i) (euro)2,000,000 in any
              month in 2001 or (ii) (euro)3,000,000 in any Three Month Period in
              2001 or (iii) (euro)7,700,000 in aggregate in 2001, and completely
              thereafter;

       "ARRANGERS" means Deutsche Bank AG London of Winchester House, 1 Great
       Winchester Street, London, EC2N 2DB, Banc of America Securities Limited
       of Bank of America House, 1 Alie Street, London, E1 8DE and Dresdner Bank
       AG London Branch of Riverbank House, 2 Swan Lane, London, EC4R 3UX;

       "ASSIGNMENT OF INSURANCES" means the assignment over Insurances entered
       into or to be entered into by the Immediate Shareholder in the agreed
       form;

       "ASSIGNMENT OF SHAREHOLDER LOANS" means, in the case of shareholder loans
       made by the Immediate Shareholder, the Dutch Pledge of Intercompany
       Receivables and, in any other case, any assignment of shareholder loans
       to be entered into between any other Relevant Person and the Security
       Trustee pursuant to the terms of this Agreement in such form as may be
       reasonably agreed by the Security Trustee having regard to the applicable
       laws relating to the assignment or pledging of receivables in the
       jurisdiction in which the relevant loan is payable;

       "ASSOCIATED COMPANY" of a person means (a) any other person which is
       directly or indirectly controlled by, under common control with or
       controlling such person or (b) any other person owning beneficially
       and/or legally directly or indirectly 10 per cent. or more of the equity
       interest in such person or 10 per cent. of whose equity interest is owned
       beneficially and/or legally directly or indirectly by such person, where
       "control" means possession, directly or indirectly, of



                                       2
<PAGE>   19

       the power to direct or cause the direction of the management and policies
       of a person whether through the ownership of interests or voting
       securities, by contract or otherwise;

       "AUTHORISED OFFICER" means any director, employee or officer of the
       Original Borrower or any other Obligor authorised to sign Compliance
       Certificates, Utilisation Notices and other notices, requests or
       confirmations referred to in this Agreement or relating to the Facility;

       "AVAILABILITY PERIOD" means the Initial Availability Period or, if the
       Initial Availability Period is extended pursuant to clause 7.1, the
       period ending on whichever is the earlier of (a) 31 March 2003 or (b) the
       date on which (i) the Original Borrower cancels the whole of the undrawn
       Commitments under clause 7.4 or (ii) the Total Commitments are reduced to
       zero pursuant to any relevant provision of this Agreement

       "BANKING DAY" means:

       (a)    for interest rate fixing and payments purposes in relation to euro
              and national currency units, a Target Day;

       (b)    for all other purposes a day (other than Saturday or Sunday) on
              which banks are open for business in London;

       "BANKS" means the banks and financial institutions listed in part B of
       schedule 1 and includes their successors in title and Transferees;

       "BELGIAN DEEDS OF GUARANTOR ACCESSION" means the Deed of Guarantor
       Accession entered into, or to be entered into, by each of GTS Network
       Services (Belgium) B.V.B.A. and GTS Support Services (Belgium) B.V.B.A.
       and "BELGIAN DEED OF GUARANTOR ACCESSION" means any one of them;

       "BELGIAN GUARANTORS" means GTS Network Services (Belgium) B.V.B.A. and,
       until the merger described in paragraph 4 of schedule 11, GTS Support
       Services (Belgium) B.V.B.A.;

       "BELGIAN SHARE SECURITIES" means (i) the pledge over the shares of GTS
       Network Services (Belgium) B.V.B.A. entered into, or to be entered into,
       by GTS Network in the agreed form and (ii) the pledge over the shares of
       GTS Support Services (Belgium) B.V.B.A. entered into, or to be entered
       into, by the Original Borrower in the agreed form and "BELGIAN SHARE
       SECURITY" means any one of them;

       "BORROWED MONEY" means, without duplication, Indebtedness in respect of
       (a) money borrowed or raised and debit balances at banks, (b) any bond,
       note, loan stock, debenture or similar debt instrument, (c) acceptance or
       documentary credit facilities, (d) receivables sold or discounted
       (otherwise than on a non-recourse basis), (e) deferred payments for
       assets acquired or services supplied other than in the ordinary course of
       business and where payment is deferred for no more than 120 days (which,
       for the avoidance of doubt, shall not include payments originally due
       less than 120 days after the relevant asset was acquired or service
       supplied where payment is being contested in good faith), (f) finance
       leases and hire purchase contracts, (g) any other transaction (including
       without limitation forward sale or purchase agreements) having the
       commercial effect of a borrowing or raising of money or of any of (a) to
       (f) above and (h) guarantees in respect of Indebtedness of any person
       falling within any of (a) to (g) above;

       "BORROWERS" means the Original Borrower together with, after its
       accession pursuant to clause 3.5, any Acceding Borrowers and "BORROWER"
       means any or a specific one of them;

       "BUSINESS PLAN" means the management base case financial and operational
       projections of the Group produced or to be produced by, or on behalf of,
       the Original Borrower pursuant to paragraph (aa) of schedule 3;

       "BUSINESS SERVICES ASSETS" means the assets set out in schedule 13;

                                       3
<PAGE>   20

       "CAPITAL LEASES" means any leases which are treated as capital leases in
       accordance with GAAP and entered into by a member of the Group as lessee;

       "CASH EQUIVALENTS" has the meaning given to it in the indenture in
       respect of the(euro)275,000,000 11 per cent. senior notes due 2009 issued
       by the Immediate Shareholder;

       "CENTRAL EUROPEAN GROUP" means those companies which are shown in
       schedule 14 as Subsidiaries of GTS-Hungaro, Inc., GTS-Hungary Holding,
       Inc., GTS-Poland, Inc., GTS-Czech, Inc., GTS-Bulgaria, Inc. and
       GTS-Romania, Inc. and their respective Subsidiaries from time to time
       together with GTS Slovakia s.r.o. and its Subsidiaries from time to time;

       "CHARGED ACCOUNTS" means the accounts of certain members of the Group
       into which any intercompany receivables (including, without limitation,
       all dividends payable by any Obligor to its shareholders (irrespective of
       whether such shareholder is an Obligor)) and/or third party receivables
       are to be paid and which are subject to the terms of any Irish Debenture
       or any Pledge over Group Accounts;

       "COLLATERAL INSTRUMENTS" means notes, bills of exchange, certificates of
       deposit and other negotiable and non-negotiable instruments, guarantees
       and any other documents or instruments which contain or evidence an
       obligation (with or without security) to pay, discharge or be responsible
       directly or indirectly for, any Indebtedness or liabilities under this
       Agreement and includes Encumbrances;

       "COMMITMENT" means in relation to a Bank the amount set opposite its name
       in part B of schedule 1 and/or, in the case of a Transferee, the amount
       transferred as specified in the relevant Transfer Certificate as varied
       by any relevant term of this Agreement and so that, if at such time the
       Total Commitments have been reduced to zero, references to a Bank's
       Commitment shall be construed as a reference to that Bank's Commitment
       immediately prior to such reduction to zero;

       "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
       set out in part A of schedule 6 in relation to the compliance (or
       otherwise) with the undertakings in clause 12.1.9 issued by the
       Authorised Officer of the Original Borrower in relation to Quarterly
       Management Accounts pursuant to clause 12.1.9(b);

       "CONSOLIDATED CAPITAL EXPENDITURE" means, in respect of a person and a
       period, the consolidated cash capital expenditure of that person and its
       Subsidiaries as determined in accordance with GAAP;

       "CONSOLIDATED NET OPERATING CASH FLOW" means, in respect of a person and
       a period, the consolidated Net Operating Cash Flow of that person and its
       Subsidiaries for such period;

       "CONSOLIDATED REVENUES" means, in respect of a person and a period, the
       consolidated revenues of that person and its Subsidiaries as determined
       in accordance with GAAP;

       "CONTRIBUTION" means in relation to a Bank at any relevant time, the
       principal amount of the Loan owing to such Bank at such time;

       "CUSTOMER CONTRACT AGREEMENT" means the agreement for the assignment of
       customer contracts dated 30 September 1997 made between (1) Hermes Europe
       Railtel B.V. (now known as Global TeleSystems Europe Holdings B.V.) and
       (2) Hermes Europe Railtel (Ireland) Limited (now known as Ebone Broadband
       Services Limited);

       "DANISH SHARE SECURITIES" means (i) the pledge over the shares of Ebone
       A/S entered into or to be entered into by the Original Borrower in the
       agreed form; and (ii) the pledge over the shares of Global TeleSystems
       (Denmark) A/S entered into or to be entered into by Ebone A/S in the
       agreed form and "DANISH SHARE SECURITY" means any one of them;

       "DEED OF BORROWER ACCESSION" means a deed to be executed and delivered by
       an Acceding Borrower, substantially in the form set out in part B of
       schedule 8;

                                       4
<PAGE>   21

       "DEED OF GUARANTOR ACCESSION" means a deed to be executed and delivered
       by an Acceding Guarantor, substantially in the form set out in part A of
       schedule 8;

       "DEFAULT" means any Event of Default or any event or circumstance which
       would, upon the giving of a notice by the Agent and/or the expiry of the
       relevant period and/or the fulfilment of any other condition (in each
       case as specified in clause 14.1), constitute an Event of Default;

       "DERIVATIVES CONTRACT" means a contract, agreement or transaction which
       is:

       (a)    a rate swap, basis swap, commodity swap, forward rate transaction,
              commodity option, equity (or equity or other index) swap or
              option, bond option, interest rate option, foreign exchange
              transaction, collar or floor, currency swap, currency option or
              any other similar transaction; and/or

       (b)    any combination of such transactions,

       in each case, whether on-exchange or otherwise;

       "DOLLARS" and "US$" and "$" mean the lawful currency for the time being
       of the United States of America;

       "DUTCH PLEDGE OF ACCOUNTS" means the pledge of bank accounts agreement
       entered into, or to be entered into, by the Original Borrower in the
       agreed form;

       "DUTCH PLEDGE OF INTERCOMPANY RECEIVABLES" means the disclosed pledge of
       present and future claims in respect of intercompany receivables entered
       into, or to be entered into, by the Original Borrower and the Immediate
       Shareholder in the agreed form;

       "DUTCH SHARE SECURITY" means the pledge over the shares of the Original
       Borrower entered into, or to be entered into, by the Immediate
       Shareholder and the Original Borrower in the agreed form;

       "EMU" means Economic and Monetary Union as contemplated in the Treaty;

       "EMU LEGISLATION" means legislative measures of the European Council for
       the introduction of, changeover to, or operation of, a single or unified
       European currency;

       "ENCUMBRANCE" means any lien, mortgage, charge (whether fixed or
       floating), security interest, hypothecation, assignment for security,
       trust arrangement for the purpose of providing security or encumbrance or
       preferential arrangement of any kind (including any conditional sale or
       capital lease or other title retention agreement, any lease in the nature
       thereof, any deposits of money with the primary intention of affording a
       right of set off and any agreement to give any security interest);

       "ENVIRONMENTAL CLAIM" means any claim, notice of violation, prosecution,
       demand, action, official warning, abatement or other order (conditional
       or otherwise) relating to Environmental Matters or any notification or
       order requiring compliance with the terms of any Environmental Licence or
       Environmental Law;

       "ENVIRONMENTAL LAW" includes all or any laws, statutes, regulations,
       treaties, by-laws, codes of practice, orders, notices, demands, decisions
       of the courts or of any governmental authority or agency or any
       regulatory body in any jurisdiction relating to Environmental Matters;

       "ENVIRONMENTAL LICENCE" includes any permit, licence, authorisation,
       consent or other approval required at any time by any Environmental Law;

       "ENVIRONMENTAL MATTERS" includes (a) nuisance, noise, defective premises,
       health and safety at work or elsewhere and (b) the pollution,
       conservation or protection of the environment (both natural and built) or
       of man or any living organisms supported by the environment or any other
       matter whatsoever affecting the environment or any part of it;

                                       5
<PAGE>   22

       "ESPRIT" means Global TeleSystems (Europe) Limited and its Subsidiaries
       from time to time;

       "ESPRIT NEWCO" means the newly formed English company which is to own 100
       per cent. of the share capital of GTS TeleSystems (Europe) Limited after
       the Esprit Restructuring;

       "ESPRIT RESTRUCTURING" means the creditors' voluntary arrangement or the
       scheme of arrangement as described in the Lock-Up Agreement dated 27
       March 2001, among Global TeleSystems (Europe) Limited, Global TeleSystems
       Inc. and the Bondholders defined therein;

       "EURIBOR" means in relation to any amount in euros and any period, the
       offered rate for deposits for such amount and for such period which is:

       (a)    the rate of interest for such period which appears on the
              "Euribor01" page of the Reuters screen (or such other page on the
              Reuters screen as may customarily be used from time to time to
              display EURIBOR rates) at or about 11 a.m. (Brussels Time) on the
              Quotation Date for such period; or

       (b)    if the relevant page is not displayed on the Reuters screen or the
              Reuters screen is not operating at the relevant time or if no such
              offered rate appears on the Reuters screen for that period, the
              rate of interest for such period which appears on page 248 of the
              Dow Jones Telerate screen (or such other page on the Dow Jones
              Telerate screen as may customarily be used from time to time to
              display EURIBOR rates) at or about 11 a.m. (Brussels Time) on the
              Quotation Date for such period; or

       (c)    if the relevant rate of EURIBOR cannot be determined in accordance
              with paragraphs (a) and (b) above, the rate determined by the
              Agent to be the arithmetic mean (rounded upwards if necessary to
              the nearest one sixteenth of one per cent.) of the rates
              respectively quoted to the Agent by each of the Euro Reference
              Banks (provided always that at least two Euro Reference Banks
              shall have given such quotation) at the request of the Agent as
              such Euro Reference Bank's offered rate for deposits in an amount
              approximately equal to the amount in relation to which EURIBOR is
              to be determined for a period equivalent to such period to leading
              banks in the Euro Zone Interbank Market at or about 11 a.m.
              (London time) on the Quotation Date for such period;

       "EURO", "EUROS" and "(euro)" mean the single currency of Participating
       Member States introduced in accordance with the provisions of Article
       109(1)4 of the Treaty and in respect of all payments to be made under
       this Agreement in Dollars means immediately available, freely
       transferable funds;

        "EURO REFERENCE BANKS" means the principal London offices of Deutsche
       Bank AG, Bank of America and Dresdner Bank AG and/or any other Banks
       appointed as such pursuant to clause 19.14;

       "EURO UNIT" means the currency unit of the euro;

       "EVENT OF DEFAULT" means any of the events or circumstances described in
       clause 14.1;

       "FACILITY" means the revolving credit facility with a term out option of
       up to (euro)300,000,000 granted by the Banks to the Borrower pursuant to
       clause 2.1;

       "FINANCE DOCUMENTS" means this Agreement, the Security Documents, any
       Transfer Certificates, any Deeds of Borrower Accession, any Deeds of
       Guarantor Accession and any other document which the parties to this
       Agreement agree shall be a Finance Document and "FINANCE DOCUMENT" means
       any or a specific one of them;

       "FINANCE PARTIES" means the Agent, the Arrangers, the Security Trustee
       and the Banks and "FINANCE PARTY" means any or a specific one of them;

       "GAAP" means generally accepted accounting principles and practices in
       The United States of America;

                                       6
<PAGE>   23

       "GOLDEN TELECOM" means Golden Telecom, Inc.;

       "GOLDEN TELECOM GROUP" means Golden Telecom and its Subsidiaries from
       time to time;

       "GOLDEN TELECOM SALE AND PURCHASE AGREEMENT" means the agreement dated 2
       April 2001 between the Ultimate Shareholder, Alfa Bank Holdings Limited
       and others in relation to the sale of 12,195,122 shares in Golden
       Telecom;

       "GROUP" means the Original Borrower and its Subsidiaries from time to
       time;

       "GROUP BUSINESS" means the business of (i) transmitting, or providing
       services relating to the transmission of, voice, video or data through
       owned or leased transmission facilities, (ii) constructing, creating,
       developing or marketing communications related network equipment,
       products, software, services and other devices for use in a
       communications business, and (iii) evaluating, participating in or
       pursuing any other activity or opportunity that is reasonably related,
       ancillary or complementary to the activities identified in clause (i) or
       (ii) above;

       "GTS CREDITOR" means (i) any Relevant Person who has, at any relevant
       time, entered into an Assignment of Shareholder Loans and the Security
       Trust Deed or a Security Provider's Deed of Accession and, unless such
       Relevant Person is the Immediate Shareholder, a Subordination Deed or
       (ii) any other Relevant Person who has, at any relevant time, entered
       into a Security Document and the Security Trust Deed or a Security
       Provider's Deed of Accession;

       "GTS IRELAND" means Ebone Broadband Services Limited whose registered no.
       is 276431 and whose registered office is at 2 Custom House Plaza,
       Harbourmaster Place, Dublin 1;

       "GTS NETWORK" means GTS Network (Ireland) Limited whose registered no. is
       275582 and whose registered office is at 2 Custom House Plaza,
       Harbourmaster Place, Dublin 1;

       "GTS TRANSATLANTIC" means GTS Transatlantic Limited whose registered no.
       is 287207 and whose registered office is at 2 Harbourmaster Place, Custom
       House Dock, Dublin 1;

       "GUARANTEE" means the guarantee of the Guarantors contained in clause 10
       and includes each separate or independent stipulation or agreement by the
       Guarantors contained in clause 10;

       "GUARANTEED LIABILITIES" means all moneys, obligations and liabilities
       expressed to be guaranteed by the Guarantors in clause 10.1;

       "GUARANTORS" means the Original Guarantors and the Belgian Guarantors
       together with (i) until the last day of the Restriction Period, the
       Immediate Shareholder and (ii), after its accession pursuant to clause
       10.18, any Acceding Guarantor, and "GUARANTOR" means any or a specific
       one of them;

       "HIGH YIELD SECURITIES" means (i) the (euro)225,000,000 10 1/2% senior
       notes due 2006 and 10 1/2% senior notes due 2006, series B; (ii) the
       $200,000,000 103/8% senior notes due 2009 and the 103/8% senior notes due
       2009, series B; (iii) the $265,000,000 11 1/2% senior notes due 2007 and
       the 11 1/2% senior notes due 2007, series B, (iv) the (euro)275,000,000
       11% senior notes due 2009 and 11% senior notes due 2009, series B, and
       (v) the (euro)85,000,000 103/8% senior notes due 2006 and the 103/8%
       senior notes due 2006, series B in each case, issued by the Immediate
       Shareholder;

       "HOLDING COMPANY" in relation to a person, means an entity of which that
       person is a Subsidiary;

       "IMMEDIATE SHAREHOLDER" means Global TeleSystems Europe B.V. a limited
       liability company incorporated under the laws of the Netherlands with its
       business office at Terhulpsesteenweg 6A, 1560 Hoeilaart, Belgium;

       "IMMEDIATE SHAREHOLDER GROUP" means the Immediate Shareholder and its
       Subsidiaries from time to time;

                                       7
<PAGE>   24

       "IMMEDIATE SHAREHOLDER PLEDGED ACCOUNT" means the account of the
       Immediate Shareholder with the Agent which is subject to the terms of the
       IS Charge over Account;

       "INCAPACITY" means, in relation to a person, the insolvency, liquidation,
       dissolution, winding-up, administration, receivership or other incapacity
       of that person whatsoever (and in the case of a partnership, includes the
       termination or change in composition of the partnership);

       "INDEBTEDNESS" means any obligation for the payment or repayment of
       money, whether as principal or as surety and whether present or future,
       actual or contingent;

       "INFORMATION MEMORANDUM" means the Information Memorandum to be approved
       by the Original Borrower and distributed by the Arrangers at the request
       of the Original Borrower in connection with the facilities originally
       provided under this Agreement;

       "INITIAL AVAILABILITY PERIOD" means the period from the date of this
       Agreement and ending on whichever is the earlier of (a) the Termination
       Date or (b) the date on which (i) the Original Borrower cancels the whole
       of the undrawn Commitments under clause 7.4 or (ii) the Total Commitments
       are reduced to zero pursuant to any relevant provision of this Agreement;

       "INTELLECTUAL PROPERTY RIGHTS" means any patent, trademark, service mark,
       registered design, trade name or copyright;

       "INTEREST PERIOD" means in each period for the payment of interest in
       respect of an Advance or the Loan determined in accordance with clause
       4.4;

       "INTERCOMPANY LOAN AGREEMENT" means the agreement between the Immediate
       Shareholder, the Original Borrower and the Security Trustee in the agreed
       form;

       "IRISH DEBENTURES" means (i) the first ranking Irish Debenture entered
       into or to be entered into by GTS Ireland (ii) the first ranking Irish
       Debenture entered into by GTS Network and (iii) the first ranking Irish
       Debenture entered into by GTS Transatlantic in each case in the agreed
       form and "IRISH DEBENTURE" means any one of them;

       "IRISH SHARE SECURITIES" means (i) the charge over the shares of GTS
       Ireland entered into or to be entered into by GTS Network in the agreed
       form; (ii) the charge over the shares of GTS Network entered into or to
       be entered into by GTS Transatlantic in the agreed form and (iii) the
       charge over the shares of GTS Transatlantic entered into or to be entered
       into by the Original Borrower in the agreed form and "IRISH SHARE
       SECURITY" means any one of them;

       "IS CHARGE OVER ACCOUNT" means the charge over the Immediate
       Shareholder's account with the Security Trustee entered into or to be
       entered into by the Immediate Shareholder in the agreed form;

       "LICENCE SECURITIES" means, after the transfer of licences pursuant to
       clause 3.6, each pledge over Licences entered into, or to be entered
       into, from time to time pursuant to clause 12.1.17(c);

       "LICENCES" means those licences or registrations the details of which are
       set out in schedule 7 and, if applicable, any other national or regional
       licences of a similar type or registrations of a similar type required
       under any Telecommunications and Cable Laws by any member of the Group in
       respect of all or any part of the Group Business then conducted by the
       Group which generates 5 per cent. (or more) of the revenues of the Group
       determined by reference to the most recent Quarterly Management Accounts
       delivered to the Agent under this Agreement, in each case as from time to
       time amended, varied, restated or replaced or any successor national or
       regional licence or registration of a similar type to the foregoing
       granted pursuant to any Telecommunications and Cable Laws, in each case
       in accordance with clause 12.1.17;

       "MAJORITY BANKS" means at any relevant time such of the Banks (a) the
       aggregate of whose Contributions equals at least 662/3 per cent. of the
       Total Outstandings or (b) (if no Advances are



                                       8
<PAGE>   25

       outstanding) the aggregate of whose Commitments equals at least 662/3 per
       cent. of the Total Commitments;

       "MARGIN" means the rate per annum calculated in accordance with clause
       6.2;

       "MATERIAL ADVERSE EFFECT" means a material adverse effect on the ability
       of the members of the Group (taken as a whole) to perform all or any of
       their material obligations under the Finance Documents;

       "MATERIAL SUBSIDIARY" means any Subsidiary of the Original Borrower other
       than the Golden Telecom Group and the Central European Group and (i)
       which holds any Licences, is a party to any Principal Agreement or holds
       any share capital of any other Material Subsidiary or (ii) whose assets
       or revenues or Net Operating Cash Flow is at least five per cent. of the
       Group's (other than the Golden Telecom Group) consolidated assets or
       consolidated revenues or Consolidated Net Operating Cash Flow, determined
       by reference to the most recent Quarterly Management Accounts in respect
       of a Three Month Period ending on a Quarter Day delivered to the Agent
       under this Agreement;

       "MATURITY DATE" means, in relation to an Advance, the last day of the
       Term of such Advance, in each case being a date falling on or before the
       Termination Date and specified as the Maturity Date in the Utilisation
       Notice relating to such Advance;

       "MONTH" or "MONTHS" means a period beginning in one calendar month and
       ending in the relevant later calendar month on the day numerically
       corresponding to the day of the calendar month in which it started,
       provided that (a) if the period started on the last Banking Day in a
       calendar month or if there is no such numerically corresponding day, it
       shall end on the last Banking Day in such later calendar month and (b) if
       such numerically corresponding day is not a Banking Day, the period shall
       end on the next following Banking Day in such later calendar month but if
       there is no such Banking Day it shall end on the preceding Banking Day
       and "monthly" shall be construed accordingly;

       "NATIONAL CURRENCY UNIT" means the currency unit (other than a euro unit)
       of a Participating Member State;

       "NECESSARY AUTHORISATIONS" means all approvals, authorisations and
       licences (other than the Licences) from, all rights granted by and all
       filings, registrations and agreements with any government, regulatory or
       other authority necessary in order to enable the Group to carry on the
       Group Business then conducted by the Group;

       "NET INCOME" means, in respect of any period, the net income or loss of
       the relevant person for such period as determined in accordance with
       GAAP;

       "NET OPERATING CASH FLOW" means, in respect of any period or person, the
       total of (i) the Net Income of that person for that period plus (ii) any
       depreciation and amortisation, other non-cash expenses and taxes
       attributable to that period plus (iii) interest or other charges in
       respect of Borrowed Money for that period and less (iv) any interest
       income of such person for such period excluding (x) any extraordinary or
       exceptional gains or losses of the relevant person for such period and
       (y) foreign currency gains or losses for such period provided that such
       gains or losses are calculated on the same basis as was used to prepare
       the consolidated audited financial statements of the Immediate
       Shareholder Group in respect of the financial year ended 31 December
       1999;

       "OBLIGORS" means each Borrower and each Guarantor;

       "ORIGINAL BORROWER" means Global TeleSystems Holdings Europe B.V. a
       limited liability company incorporated under the laws of the Netherlands
       with its business office at Terhulpsesteenweg 6A, 1560 Hoeilaart,
       Belgium;

                                       9
<PAGE>   26

       "ORIGINAL GUARANTORS" means the Original Borrower and the Subsidiaries of
       the Original Borrower whose names, registered addresses and registered
       numbers are set out in part A of schedule 1;

       "PARTICIPATING MEMBER STATE" means a member state of the European Union
       that adopted a single currency in accordance with the Treaty;

       "PERMITTED ACQUISITION" means any transaction otherwise prohibited by
       clause 12.2.8 provided that:

       (a)    such transaction is for the purpose of the Group Business;

       (b)    in the case of an acquisition, the consideration paid or payable
              by the member of the Group in relation thereto is satisfied
              entirely by (i) the issue of shares in the Ultimate Shareholder
              and/or (ii) consideration (other than cash or Cash Equivalents)
              which has a fair market value in aggregate for all such
              transactions not exceeding (euro)25,000,000;

       (c)    prior to committing to such transaction the Original Borrower
              delivers to the Agent financial projections for the Group approved
              by the Boards of Directors of the Ultimate Shareholder and the
              Original Borrower and to a level of detail reasonably acceptable
              to the Agent, showing that the Group will be in compliance with
              the covenants set out in clause 13 at all times following such
              transaction; and

       (d)    the aggregate amount of liabilities of the Group in respect of all
              Permitted Acquisitions, together with the aggregate amount of
              liabilities of members of the Ultimate Shareholder Group in
              respect of Permitted Ultimate Shareholder Acquisitions (as defined
              in the Supplemental Agreement), does not exceed (euro)25,000,000.
              For these purposes "liabilities" means the transfer or application
              of cash (or Cash Equivalents) whether by loan or otherwise or
              assets to, or on behalf of, or for the account of, any acquired
              entity, joint venture or partnership or the guarantee of the
              obligations of any such acquired entity, joint venture or
              partnership;

       "PERMITTED BORROWING" means:

       (a)    any Shareholder Loans;

       (b)    any Capital Leases;

       (c)    Borrowed Money incurred under the Finance Documents or with the
              prior written consent of the Agent acting on the instructions of
              the Majority Banks;

       (d)    Borrowed Money owing to the Original Borrower by any of its wholly
              owned Subsidiaries (other than the Golden Telecom Group and the
              Central European Group) in respect of the on-lending of Advances
              under the Facility and to the extent that such loan is permitted
              under clause 12.2.9(iii);

       (e)    Borrowed Money under the Rabobank Facilities up to a maximum
              aggregate amount of(euro)35,000,000;

       (f)    Borrowed Money constituted by the guarantee by any member of the
              Group of the Indebtedness of the Immediate Shareholder or any
              other member of the Group, provided that such guarantee
              constitutes a Permitted Guarantee;

       (g)    Borrowed Money constituted by the issuance of a letter of credit
              or guarantee on behalf of a member of the Group by a financial
              institution or the counter-indemnity of such financial institution
              by the relevant member of the Group in respect of payments under
              such letter of credit or guarantee, provided that either (i) the
              maximum liability under such letter of credit or guarantee does
              not exceed $500,000 or (ii) such letter of credit is cash
              collateralised by the relevant member of the Group;

                                       10
<PAGE>   27

       (h)    Borrowed Money not falling within paragraphs (a) to (g) incurred
              up to an aggregate principal amount not exceeding
              (euro)2,500,000 (or its equivalent in any relevant currencies);

       (i)    loans from one member of the Group to another member of the Group
              (other than to a member of the Golden Telecom Group or, with the
              exception of Permitted Central European Group Transactions, to the
              Central European Group); and

       (j)    Borrowed Money of the Central European Group existing on the date
              of the Supplemental Agreement up to the lower of (i) $10,200,000
              and (ii) the limits on the availability of such Borrowed Money in
              force on the date of the Supplemental Agreement;

       "PERMITTED CASH BALANCES" means:

       (a)    the proceeds of issues of new shares by the Ultimate Shareholder
              to the extent that the Ultimate Shareholder is not required to
              procure that the same is applied in or towards prepayment and
              cancellation of the Facility and the reduction of availability
              under clause 4.1.1 pursuant to clause 4.6 of the Supplemental
              Agreement;

       (b)    up to (euro)35,000,000 for the purposes of meeting the Ultimate
              Shareholder's obligations under the working capital facility which
              it has agreed to put in place as part of the Esprit Restructuring;

       (c)    cash collateral of up to (pound)5,152,890 with the lessor to
              secure the Ultimate Shareholder's obligations in respect of the
              lease of 151 Shaftesbury Avenue, London WC2H 8AL;

       (d)    cash collateral of up to $20,000,000 to secure a letter of credit
              with Dresdner Bank AG in connection with the purchase of a fibre
              pair on the Flag Atlantic Limited transatlantic cable system;

       (e)    cash collateral of up to (euro)2,314,190 (or its equivalent in
              other currencies at the date of the Supplemental Agreement)
              deposited with, and in respect of guarantees issued by, Banque
              Bruxelles Lambert (Brussels);

       (f)    cash collateral of up to (euro)10,901 (or its equivalent in other
              currencies at the date of the Supplemental Agreement) deposited
              with, and in respect of guarantees issued by, Raiffeisenbank;

       (g)    cash collateral of up to $188,406 (or its equivalent in other
              currencies at the date of the Supplemental Agreement) deposited
              with, and in respect of guarantees issued by, Hypo Landesbank;

       (h)    cash collateral of up to $718,200 (or its equivalent in other
              currencies at the date of the Supplemental Agreement) deposited
              with, and in respect of guarantees issued by, Deutsche Bank AG;

       (i)    cash collateral of up to $15,261,861 (or its equivalent in other
              currencies at the date of the Supplemental Agreement) deposited
              with, and in respect of guarantees issued by, ABN Amro Bank NV,
              New York;

       (j)    cash collateral of $474,590 (or its equivalent in other currencies
              at the date of the Supplemental Agreement) deposited with, and in
              respect of guarantees issued by National Westminster Bank PLC;

       (k)    cash collateral of up to (euro)25,149,022 (or its equivalent in
              other currencies at the date of the Supplemental Agreement)
              deposited with, and in respect of guarantees issued by, Rabobank
              International pursuant to the Rabobank Facilities; and

       (l)    cash collateral in respect of guarantees in an aggregate amount
              not to exceed cash released from the deposits referred to in
              paragraphs (c) and (e) to (k) above (inclusive);

                                       11
<PAGE>   28

       provided that, other than in the case of (a), the cash collateral does
       not exceed the maximum underlying liability;

       "PERMITTED CENTRAL EUROPEAN GROUP TRANSACTIONS" means any transfer by a
       member of the Group (other than a member of the Central European Group)
       of cash (or its equivalent) whether by loan or otherwise or assets to, or
       on behalf of, or for the account of any member of the Central European
       Group or any guarantee by a member of the Group (other than a member of
       the Central European Group) of the obligations of any member of the
       Central European Group provided that in respect of the period from 1
       April 2001 to the end of each month specified in column (1) below the
       aggregate amount of cash and assets transferred and the maximum amount
       guaranteed does not exceed the amount set against such month in column
       (2) below:

<TABLE>
<CAPTION>

                                (1)                                                  (2)
                               MONTH                                                AMOUNT
                               -----                                              ((euro) M)
                                                                             -------------------
      <S>                                                                    <C>
       April 2001                                                                    5.0

       May 2001                                                                      5.0

       June 2001                                                                     7.5

       July 2001                                                                     10.0

       August 2001                                                                   12.0

       September 2001                                                                14.0

       October 2001                                                                  16.0

       November 2001                                                                 18.0

       December 2001                                                                 20.0

       Each  month  in 2002 and  2003  until  the end of the                  plus 2.0 per month
       Availability Period
</TABLE>


       "PERMITTED DISPOSALS" means, subject to the terms of the Security
       Documents:

       (a)    disposals agreed in writing by the Agent acting on the
              instructions of the Majority Banks;

       (b)    disposals on bona fide arms length commercial terms in the
              ordinary course of trading and the liquidation of those
              Subsidiaries set out in paragraph one of schedule 11;

       (c)    disposals of property or equipment that has become worn out,
              obsolete or damaged or otherwise unsuitable for use in connection
              with the Group Business;

       (d)    disposals of assets in exchange for other assets comparable or
              superior as to type, value and quality;

       (e)    disposals of assets by a member of the Group to another member of
              the Group or to the Immediate Shareholder (other than to a member
              of the Golden Telecom Group or, with the exception of Permitted
              Central European Group Transactions, to the Central European
              Group) and the transfer of those Subsidiaries set out in
              paragraphs two, five, six and seven of schedule 11;

                                       12
<PAGE>   29

       (f)    disposals of the backhaul assets to Flag Atlantic Limited (or any
              of its Subsidiaries) on bona fide arms length commercial terms for
              a cash consideration not less than the original cost to the Group;

       (g)    the disposal of the shares in Golden Telecom pursuant to the
              Golden Telecom Sale and Purchase Agreement or otherwise at fair
              market value;

       (h)    the disposal at fair market value of all or any of the shares in,
              or any of the assets of, any member of the Central European Group;

       (i)    the disposal of the Business Services Assets as specified in
              schedule 13 as part of the Esprit Restructuring;

       (j)    the disposal of cash in connection with transactions not otherwise
              prohibited by the Finance Documents to the extent that such
              disposal does not constitute a Restricted Payment other than a
              Permitted Payment or is not otherwise prohibited by the Finance
              Documents;

       (k)    the disposal of the web hosting site in Chantilly, Virginia and
              excess space in the New York PoP sites; and

       (l)    the voluntary liquidation by their shareholders of dormant members
              of the Group;

       "PERMITTED ENCUMBRANCES" means:

       (a)    Encumbrances arising by operation of law in the ordinary course of
              trading;

       (b)    Encumbrances arising out of title retention provisions in a
              supplier's standard conditions of supply of goods acquired by the
              relevant person in the ordinary course of its trading;

       (c)    Encumbrances in cash of up to(euro)35,000,000 created in respect
              of the Rabobank Facilities envisaged at the date hereof;

       (d)    any lien arising by operation of law in favour of any taxation
              authority in respect of any Taxes which are being contested in
              good faith and not yet payable and for which adequate reserves
              have been set aside in the books of the Group in accordance with
              GAAP;

       (e)    Encumbrances arising out of Capital Leases;

       (f)    cash collateral securing solely the counter-indemnity liability of
              the relevant member of the Group in respect of any guarantee or
              letter of credit referred to in paragraph (g) of the definition of
              Permitted Borrowings;

       (g)    any other Encumbrances created or outstanding with the prior
              written consent of the Agent acting on the instructions of the
              Majority Banks;

       (h)    in relation to the Central European Group, Encumbrances existing
              at the date of the Supplemental Agreement in respect of Borrowed
              Money permitted under paragraph (j) of the definition of Permitted
              Borrowings; and

       (i)    any rights of set-off arising by virtue of any member of the Group
              being provided with clearing or overdraft or cash management
              facilities provided that such arrangements have been approved by
              the Banks;

       "PERMITTED GUARANTEES" means:

       (a)    guarantees or indemnities arising under the Finance Documents;

                                       13
<PAGE>   30

       (b)    guarantees or indemnities agreed in writing by the Agent acting on
              the instructions of the Majority Banks; and

       (c)    unsecured guarantees given by the Guarantors ranking pari passu
              with the Guarantee and guaranteeing Borrowed Money falling within
              paragraph (h) of the definition of "PERMITTED BORROWINGS";

       (d)    guarantees in existence as at the date of this Agreement in
              respect of the Rabobank Facilities (subject to the limit referred
              to in paragraph (e) of the definition of "PERMITTED BORROWINGS");

       (e)    guarantees in respect of Indebtedness incurred by a member of the
              Group in respect of the obligations of another member of the Group
              (other than of a member of the Golden Telecom Group or, with the
              exception of Permitted Central European Group Transactions, of a
              member of the Central European Group); and

       (f)    guarantees by members of the Group in respect of the Indebtedness
              of the Immediate Shareholder in respect of the senior notes
              referred to in paragraph (iii) of the definition of "HIGH YIELD
              SECURITIES";

       "PERMITTED PAYMENTS" means:

       (a)    any payment or transfer of assets (including cash), subject to the
              terms of the Security Documents and the Intercompany Loan
              Agreement, by a member of the Group to the Immediate Shareholder
              provided that in the case of a payment of cash such payment is
              made by crediting the same to the Immediate Shareholder Pledged
              Account;

       (b)    so long as no Default has occurred and is continuing:

              (i)  on the effective date of the Supplemental Agreement
                   (euro)[6,400,000] to the Ultimate Shareholder in respect of
                   the cash outflows during April 2001 as set out in the Agreed
                   Base Case; and

              (ii) in respect of each month thereafter, to the Ultimate
                   Shareholder on the first Banking Day of such month (or, if
                   required by the Ultimate Shareholder to make interest
                   payments in respect of debt or equity securities issued by
                   the Ultimate Shareholder before the date of the Supplemental
                   Agreement scheduled to be made on the first day of any month
                   as provided for in the Agreed Base Case, three Banking Days
                   before the first day of such month) (A) the amount required
                   to meet the cash outflows during such month of the Ultimate
                   Shareholder in respect of the items provided for in respect
                   of such month in the Agreed Base Case up to the amount set
                   out in the Agreed Base Case in respect of such month together
                   with (B) amounts required during such month to meet the
                   obligations of the Ultimate Shareholder to make payments on
                   behalf of members of the Group to the extent that such
                   amounts are included for such month as expenses of the Group
                   in the Agreed Base Case;

       (c)    the disposal of the Business Services Assets as specified in
              schedule 13 as part of the Esprit Restructuring; and

       (d)    transactions with the Golden Telecom Group and the Central
              European Group permitted pursuant to clause 12.2.15;

       "PLEDGE OVER GROUP ACCOUNTS" means the Dutch Pledge of Accounts and such
       other pledge over Charged Accounts (including the charge pursuant to each
       Irish Debenture) entered into, or to be entered into, by any member of
       the Group from time to time pursuant to clause 12.1.22;

       "PLEDGE OF INTERCOMPANY RECEIVABLES" means the Dutch Pledge of
       Intercompany Receivables and such other pledges or assignments of present
       and future claims in respect of intercompany



                                       14
<PAGE>   31

       receivables (including the charge pursuant to each Irish Debenture)
       entered into, or to be entered into, by any member of the Group from time
       to time pursuant to clause 12.1.22;

       "PLEDGE OF THIRD PARTY RECEIVABLES" means any pledge of third party
       receivables (including the charge pursuant to each Irish Debenture)
       entered into, or to be entered by any Obligor from time to time pursuant
       to clause 12.1.22;

       "PPE SECURITIES" means each Irish Debenture and such other
       pledges/charges over plant, property and equipment (other than fibre
       leases), owned by any Obligors as may be executed in favour of the
       Security Trustee from time to time pursuant to clause 12.1.22;

       "PRINCIPAL AGREEMENTS" means (i) any fibre lease agreement or capacity
       contract, in either case, accounted for as a capital lease in accordance
       with GAAP (each a "FIBRE/CAPACITY AGREEMENT") entered into by any member
       of the Group (other than the Golden Telecom Group) or, to the extent it
       relates to the Group Business, the Immediate Shareholder that had a net
       book value of 2 1/2% or more of the net book value of the Fibre/Capacity
       Agreements of the Group (other than the Golden Telecom Group) as of the
       last day of each Three Month Period ending on a Quarter Day in respect of
       which Quarterly Management Accounts have been delivered to the Agent
       under this Agreement and (ii) each Fibre/Capacity Agreement entered into
       by any member of the Group (other than the Golden Telecom Group) and a
       lessor or, to the extent that it relates to the Group Business, the
       Immediate Shareholder and the same lessor, where the net book value of
       the fibre lease or capacity which is the subject of such Fibre/Capacity
       Agreement when aggregated with the net book value of any fibre lease or
       capacity which is the subject of any other Fibre/Capacity Agreement
       between any member of the Group and that same lessor or the Immediate
       Shareholder and that same lessor had a net book value of 5% or more of
       the net book value of the Fibre/Capacity Agreements of the Group (other
       than the Golden Telecom Group) as of the last day of the most recently
       ended Three Month Period ending on a Quarter Day in respect of which
       Quarterly Management Accounts have been delivered to the Agent under this
       Agreement;

       "QUALIFYING BANK" means a person, being a bank or financial institution
       (whether incorporated in the United Kingdom or elsewhere), which is
       eligible to have payments made to it by any Borrower under this Agreement
       without any deduction or withholding in respect of Taxes either (a) by
       virtue of a double taxation treaty (assuming for this purpose only that a
       direction or consent such as is referred to in clause 9.8 has been given)
       or (b) by virtue of the fact that no such deduction or withholding is
       imposed in the jurisdiction to which the relevant Borrower is subject;

       "QUARTER DAY" means 31 March, 30 June, 30 September and 31 December in
       any year;

       "QUARTERLY MANAGEMENT ACCOUNTS" means the quarterly management accounts
       of each of the Immediate Shareholder Group and the Group to be delivered
       (or which may be delivered) to the Agent pursuant to clause 12.1.7
       substantially in the form set out in schedule 10 or containing
       information of the same type as is required by such form;

       "QUOTATION DATE" means, in relation to a period for which EURIBOR is to
       be determined, the second Banking Day before the first day of such
       period;

       "RABOBANK FACILITIES" means the credit facilities made or to be made
       available by Rabobank International to GTS Network and other members of
       the Group of up to (euro)35,000,000 pursuant to an agreement dated or to
       be dated on or about the date hereof;

       "REFERENCE BANKS" means the EURO Reference Banks;

       "RELEVANT JURISDICTION" means each jurisdiction in which a member of the
       Group is incorporated or formed or in which such member of the Group has
       its principal place of business or owns any material assets;

       "RELEVANT PERSON" means the Ultimate Shareholder, the Immediate
       Shareholder and any company (not being a Subsidiary of the Original
       Borrower) which is a Subsidiary of, or an



                                       15
<PAGE>   32

       Associated Company of the Ultimate Shareholder or the Immediate
       Shareholder or any Holding Company of the Ultimate Shareholder or the
       Immediate Shareholder or any Associated Company of any such Holding
       Company;

       "RESTRICTED PAYMENT" means (a) any direct or indirect distribution or
       dividend (whether in cash, property, securities or otherwise) by any
       member of the Group (including, without limitation, any payment on
       account of the share capital of such member of the Group or capital stock
       or other securities of such member of the Group) or any interest thereon,
       (b) any transfer of assets by any member of the Group, (c) any payment
       (whether in cash, property, securities or otherwise) of principal of, or
       interest on, or redemption of Shareholder Loans and (d) any other
       payment, in each case to, on behalf of or for the account of any Relevant
       Person;

       "RESTRICTION PERIOD" means the period starting from the date hereof and
       ending on the day that all the conditions set out in clause 3.6 are
       fulfilled to the satisfaction of the Agent;

       "SECURITY DOCUMENTS" means the Intercompany Loan Agreement, the IS Charge
       over Account, each Subordination Deed, the Share Securities, each Pledge
       of Intercompany Receivables, each Pledge of Third Party Receivables, each
       Pledge over Group Accounts, the PPE Securities, the Licence Securities,
       the Assignment of Insurances, the Security Trust Deed, any Security
       Provider's Deed of Accession, each Assignment of Shareholder Loans and
       all other mortgages, charges, pledges, guarantees, indemnities and other
       instruments from time to time entered into in favour of any Finance Party
       by way of guarantee or other assurance of and/or security for amounts
       owed to any of the Finance Parties under or in connection with the
       Finance Documents;

       "SECURITY PROVIDER'S DEED OF ACCESSION" has the meaning ascribed thereto
       in the Security Trust Deed;

       "SECURITY TRUST DEED" means the security trust deed entered into, or to
       be entered into by the Finance Parties, each GTS Creditor and each
       Obligor in the agreed form;

       "SECURITY TRUSTEE" means Deutsche Bank AG London of Winchester House, 1
       Great Winchester Street, London, EC2N 2DB;

       "SERVED CITIES" means Amsterdam, Antwerp, Barcelona, Berlin, Bordeaux,
       Brussels, Copenhagen, Dresden, Dusseldorf, Frankfurt, Geneva, Hamburg,
       Hanover, London, Lyon, Madrid, Marseilles, Milan, Munich, Paris,
       Rotterdam, Stuttgart, Vienna and Zurich;

       "SHAREHOLDER CONTRIBUTIONS" means the aggregate principal amount of (a)
       all Shareholder Loans and (b) the equity share capital (including share
       premium) of the Original Borrower which has been paid up in cash by the
       Immediate Shareholder;

       "SHAREHOLDER LOANS" means any Borrowed Money owed by the Original
       Borrower to any GTS Creditor (within paragraph (i) of such definition)
       provided that, if such GTS Creditor is the Immediate Shareholder, such
       Borrowed Money is subject to the terms of the Intercompany Loan
       Agreement;

       "SHAREHOLDERS" means the Immediate Shareholder and the Ultimate
       Shareholder;

       "SHARE SECURITIES" means the Dutch Share Security, the Belgian Share
       Securities, the Danish Share Securities, the Irish Share Securities and
       such other pledges/charges over shares of any of the Obligors as may be
       executed in favour of the Security Trustee from time to time pursuant to
       clause 10.18;

       "STERLING" and "(POUND)" mean the lawful currency for the time being of
       the United Kingdom and in respect of all payments to be made under this
       Agreement in Sterling means immediately available, freely transferable
       cleared funds;

       "SUBORDINATION DEED" means a deed of subordination to be entered into
       between any Relevant Person and the Security Trustee pursuant to the
       terms of this Agreement substantially in such


                                       16
<PAGE>   33

       form as may be agreed by the Security Trustee having regard to the
       applicable laws relating to the subordination of debt in the jurisdiction
       in which the relevant loan is payable;

        "SUBSIDIARY" of a person means any company or entity directly or
       indirectly controlled by such person, for which purpose "control" means
       either ownership of more than 50 per cent. of the voting share capital
       (or equivalent right of ownership) of such company or entity or power to
       direct its policies and management whether by contract or otherwise or
       the right to receive more than 50 per cent. of any distribution (of
       whatever nature) made in respect of the share capital or other ownership
       interests of such company or entity;

       "SUPPLEMENTAL AGREEMENT" means the supplemental agreement in relation to
       this Agreement between the original parties to this Agreement dated 5
       April 2001;

       "TARGET DAY" means a day on which the Trans-European Automated Realtime
       Gross Settlement Express Transfer System (TARGET) is operating;

       "TAX ON OVERALL NET INCOME" of a person shall be construed as a reference
       to Tax (other than Tax deducted or withheld from any payment) imposed on
       that person by any jurisdiction on:

       (i)        the net income profits or gains of that person worldwide; or

       (ii)   such of its income, profits or gains as arise in or relate to the
              jurisdiction in which it is resident or in which its principal
              office is located;

       "TAXES" includes all present and future taxes, levies, imposts, duties,
       fees or charges of whatever nature together with interest thereon and
       penalties in respect thereof and "Taxation" shall be construed
       accordingly;

       "TELECOMMUNICATIONS AND CABLE LAWS" means all laws, statutes, regulations
       and judgments relating to the business of transmitting or providing
       services related to the transmission of, voice, video or data through
       owned or leased transmission facilities applicable to any member of the
       Group and/or the business of transmitting or providing services related
       to the transmission of, voice, video or data through owned or leased
       transmission facilities carried on by any member of the Group in any
       Relevant Jurisdiction;

       "TERM" means, in relation to an Advance (other than an Advance made after
       the Termination Date pursuant to clause 7.1), the period for which that
       Advance is, or is to be, outstanding, as specified in the Utilisation
       Notice for such Advance in accordance with clause 4.3;

       "TERMINATION DATE" means 31 March 2002;

       "THREE MONTH PERIOD" means each period comprising three calendar months
       ending on the last day of the third month;

       "TOTAL COMMITMENTS" means at any relevant time the total of the
       Commitments of all the Banks at such time;

       "TOTAL OUTSTANDINGS" and "LOAN" mean the aggregate principal amount of
       all Advances;

       "TRANSFER CERTIFICATE" means a certificate substantially in the terms of
       schedule 5;

       "TRANSFER AGREEMENTS" means (i) the agreement for the transfer of
       equipment, lease of transmission capacity and assignment of fibre lease
       obligations in all Relevant Jurisdictions other than France dated 30
       September 1997 made between (1) Hermes Europe Railtel B.V. (now known as
       Global TeleSystems Europe B.V.) and (2) Hermes Europe Railtel (Network)
       Limited (now known as GTS Network (Ireland) Limited) and (ii) the
       agreement for the transfer of equipment, lease of transmission capacity
       and assignment of future lease obligations in France dated 30 September
       1997 made between (1) Hermes Europe Railtel B.V. (now known as Global
       TeleSystems Europe B.V.) and (2) Hermes Europe Railtel (Network) Limited
       (now known as GTS Network (Ireland) Limited);

                                       17
<PAGE>   34

       "TRANSFEREE" has the meaning given to it in clause 18.3;

       "TREATY" means the Treaty establishing the European Economic Community
       being the Treaty of Rome of 25 March 1957 as amended by the Single
       European Act 1986 and the Maastricht Treaty (which was signed on 7
       February 1992 and came into force on 1 November 1993) as amended, varied
       or supplemented from time to time;

       "TWELVE MONTH PERIOD" means each period of 12 months ending on the last
       day of a month;

       "ULTIMATE SHAREHOLDER" means Global TeleSystems Inc., a Delaware
       corporation with its principal office at 4121 Wilson Boulevard,
       Arlington, Virginia 22203, U.S.A.;

       "ULTIMATE SHAREHOLDER GROUP" means the Ultimate Shareholder and its
       Subsidiaries from time to time;

       "UTILISATION" means a borrowing by any Borrower of an Advance;

       "UTILISATION DATE" means the date on which the relevant Advance is, or is
       to be, made being a Banking Day falling within the Availability Period;

       "UTILISATION NOTICE" means a notice in the form or substantially in the
       form of schedule 2.

1.3    HEADINGS

       Clause headings and the table of contents are inserted for convenience of
       reference only and shall be ignored in the interpretation of this
       Agreement.

1.4    CONSTRUCTION OF CERTAIN TERMS

       In this Agreement, unless the context otherwise requires:

       (a)    references to clauses and schedules are to be construed as
              references to the clauses of, and schedules to, this Agreement and
              references to this Agreement include its schedules and references
              in any schedule to paragraphs are to paragraphs of that schedule;

       (b)    references to (or to any specified provision of) this Agreement or
              any other document shall be construed as references to this
              Agreement, that provision or that document as in force for the
              time being and as from time to time amended in accordance with its
              terms, or, as the case may be, with the agreement of the relevant
              parties and (where such consent is, by the terms of this Agreement
              or the relevant document, required to be obtained as a condition
              to such amendment being permitted) the prior written consent of
              the Agent, all of the Banks or the Majority Banks (as the case may
              be);

       (c)    references to a "REGULATION" include any present or future
              regulation, rule, directive, requirement, request or guideline
              (whether or not having the force of law) of any agency, authority,
              central bank or government department or any self-regulatory or
              other national or supra-national authority;

       (d)    words importing the plural shall include the singular and vice
              versa;

       (e)    references to a time of day are to London time;

       (f)    references to a "PERSON" shall be construed as including
              references to an individual, firm, company, corporation,
              unincorporated body of persons or any State or any agency thereof
              and that person's successors in title;

       (g)    references to "ASSETS" include all or part of any business,
              undertaking, real property, personal property, uncalled capital
              and any rights (whether actual or contingent, present or future)
              to receive, or require delivery of, any of the foregoing;

                                       18
<PAGE>   35

       (h)    references to a "GUARANTEE" include references to an indemnity or
              other assurance against financial loss including, without
              limitation, an obligation to purchase assets or services as a
              consequence of a default by any other person to pay any
              Indebtedness and "GUARANTEED" shall be construed accordingly;

       (i)    references to the "EQUIVALENT" of an amount specified in a
              particular currency (the "SPECIFIED CURRENCY AMOUNT") shall be
              construed as a reference to the amount of the other relevant
              currency which would be required to purchase the specified
              currency amount in the London foreign exchange market at the
              Agent's spot rate of exchange at or about 11 a.m. on the second
              Banking Day before the day on which the calculation falls to be
              made;

       (j)    references to the "AGREED FORM" means, in relation to any
              document, the form of such document as shall be agreed between the
              Original Borrower and the Agent (or the Security Trustee, as the
              case may be for and on behalf of all of the Banks);

       (k)    reference to "DORMANT" mean in relation to a company that such
              company is not, is not required to become, an Obligor, is not the
              direct or indirect Holding Company of an Obligor or a company that
              is required to become an Obligor, does not own any Licences or
              Necessary Authorisations and does not trade or own any other
              material assets; and

       (l)    references to any enactment shall be deemed to include references
              to such enactment as re-enacted, amended or extended.

1.5    MAJORITY BANKS

       Where this Agreement provides for any matter to be determined by
       reference to the opinion of the Majority Banks or to be subject to the
       consent or request of the Majority Banks or for any action to be taken on
       the instructions of the Majority Banks, such opinion, consent, request or
       instructions shall (as between the Banks) only be regarded as having been
       validly given or issued by the Majority Banks if all the Banks shall have
       been given prior notice of the matter on which such opinion, consent,
       request or instructions are required to be obtained and the relevant
       majority of Banks shall have given or issued such opinion, consent,
       request or instructions but so that (as between the Obligors and the
       Banks), once informed by the Agent that such opinion, consent, request or
       instructions have been given, the Obligors shall be entitled (and bound)
       to assume that such notice shall have been duly received by each Bank and
       that the relevant majority shall have been obtained to constitute
       Majority Banks whether or not this is in fact the case.

2      THE FACILITY

2.1    AMOUNTS

       Upon and subject to the terms of this Agreement and in reliance on each
       of the representations and warranties in clause 11, for the purposes set
       out in clause 1.1 the Banks agree to make available to the Borrowers a
       revolving credit facility with a term out option in the principal sum of
       up to (euro)300,000,000.

       The obligation of each Bank under this Agreement shall be to contribute
       to that proportion of each Advance which, as at the Utilisation Date of
       such Advance, its undrawn Commitment bears to the aggregate of the
       undrawn Commitments of all the Banks.

2.2    OBLIGATIONS SEVERAL

       The obligations of each Bank under this Agreement are several; the
       failure of any Bank to perform such obligations shall not relieve any
       other Finance Party of any of their respective obligations or liabilities
       under this Agreement nor shall the Agent, the Security Trustee or the
       Arrangers be responsible for the obligations of any Bank (except for its
       own obligations, if any, as a Bank) nor shall any Bank be responsible for
       the obligations of any other Bank under this Agreement.

                                       19
<PAGE>   36

2.3    INTERESTS SEVERAL

       Notwithstanding any other term of this Agreement (but without prejudice
       to the provisions of this Agreement relating to or requiring action by
       the Majority Banks) the interests of the Finance Parties are several and
       the amount due to the Agent (for its own account), to each Arranger, the
       Security Trustee and to each Bank is a separate and independent debt.
       Each Finance Party shall have the right to protect and enforce its rights
       arising out of this Agreement and it shall not be necessary for any other
       Finance Party to be joined as an additional party in any proceedings for
       this purpose.

2.4    EQUALISATION

       Notwithstanding any other provisions of this Agreement, until such time
       as Contributions of the Banks are equalised pursuant to this clause 2.4,
       the Banks agree that:

2.4.1      in relation to any Advance which when drawn will cause the Total
           Outstandings to exceed the Total Outstandings immediately prior to
           the making of such Advance (after taking account of any Advance due
           to be made or repaid on the Utilisation Date of such Advance) the
           Banks shall contribute to such Advance in such proportions so that
           the Contributions of the Banks, following the making of such Advance,
           are equalised to the maximum extent possible;

2.4.2      in relation to any prepayment made pursuant to clause 7 (other than
           clause 7.4), the Agent shall apply the amounts prepaid so that,
           following such prepayment, the Contributions of the Banks are
           equalised to the maximum extent possible; and

2.4.3      in relation to any Advance repaid on its Maturity Date (a "MATURING
           ADVANCE") pursuant to clause 7.1, to the extent that the amount the
           Maturing Advance exceeds the amount of a new Advance made on such
           Maturity Date the Agent shall apply the excess so that, following
           such repayment, the Contributions of the Banks are equalised to the
           maximum extent possible.

3      CONDITIONS

3.1    DOCUMENTS AND EVIDENCE

       The obligation of each Bank to make its Commitment available under the
       Facility shall be subject to the condition that the Agent, or its duly
       authorised representative, shall have received, not later than the
       Banking Day on which the Utilisation Notice in respect of the first
       Utilisation is given, the documents and evidence specified in part A of
       schedule 3 in form and substance satisfactory to the Agent.

3.2    GENERAL CONDITIONS PRECEDENT
       The obligation of each Bank to contribute to or participate in any
       Advance is subject to the further conditions that at the date of the
       relevant Utilisation Notice and on the relevant Utilisation Date no
       guarantee referred to in paragraph (f) of the definition of Permitted
       Guarantees has been entered into and:

       (a)    the representations and warranties set out in clause 11.1
              (adjusted in accordance with clause 11.3) are true and correct on
              and as of each such date as if each were made with respect to the
              facts and circumstances existing at such date;

       (b)    no Default shall have occurred and be continuing or would result
              from such Utilisation.

       However in the case of an Advance which would not, if drawn, cause the
       Total Outstandings to exceed the Total Outstandings immediately prior to
       the making of that Advance (after taking account of any Advance due to be
       made or repaid on the Utilisation Date of such Advance) clause 3.2 shall
       not apply.

                                       20
<PAGE>   37

3.3    WAIVER OF CONDITIONS PRECEDENT

       The conditions specified in this clause 3 are inserted solely for the
       benefit of the Banks and may be waived on their behalf in whole or in
       part and with or without conditions by the Agent acting on the
       instructions of all of the Banks in respect of the first Utilisation and
       on the instructions of the Majority Banks with respect to any other
       Utilisation without prejudicing the right of the Agent acting on such
       instructions to require fulfilment of such conditions in whole or in part
       in respect of any other Utilisation.

3.4    NOTIFICATION

       The Agent shall notify the Banks and the Original Borrower promptly after
       receipt by it of the documents and evidence referred to in clause 3.1 in
       form and substance satisfactory to the Agent.

3.5    ACCEDING BORROWERS

3.5.1      The Original Borrower may request that any of its direct wholly owned
           Material Subsidiaries who is a member of the Group becomes an
           Acceding Borrower, by delivering to the Agent a Deed of Borrower
           Accession duly executed by the Original Borrower and such Subsidiary,
           together with the documents and evidence listed in part B of schedule
           3 applicable to such Subsidiary and the Original Borrower.

3.5.2      Delivery of a Deed of Borrower Accession, duly executed by the
           Original Borrower and the Acceding Borrower, constitutes confirmation
           by that Acceding Borrower and the Original Borrower that the
           representations and warranties set out in clause 11.1 and to be made
           by them on the date of the Deed of Borrower Accession in accordance
           with clause 11.4 are correct, as if made with reference to the facts
           and circumstances then existing.

3.5.3      A Subsidiary of the Original Borrower shall become an Acceding
           Borrower and assume all the rights, benefits and obligations of a
           Borrower on the date on which the Agent notifies the Original
           Borrower that:

       (a)    the Majority Banks have accepted the Original Borrower's request
              in respect of such Subsidiary;

       (b)    it has received a Deed of Borrower Accession duly executed by the
              Original Borrower and the Acceding Borrower, together with
              documents and evidence listed in part B of schedule 3 applicable
              to such Acceding Borrower and the Original Borrower in form and
              substance satisfactory to the Agent; and

       (c)    such Subsidiary is a Guarantor or has become a Guarantor in
              accordance with clause 10.18.

3.5.4      Each Finance Party irrevocably authorises the Agent to countersign
           each Deed of Borrower Accession on its behalf without any further
           consent of, or consultation with, any of the Finance Parties.

3.6    NECESSARY AUTHORISATIONS

       The Original Borrower will use all reasonable endeavours to procure that
       all material Necessary Authorisations granted to or which are in the name
       of the Immediate Shareholder are transferred to and/or replacements are
       issued to the Original Borrower or any other member of the Group which is
       an Obligor on terms that are not materially less beneficial to the Group
       and in any event shall procure that in relation to the Served Cities at
       least two entry or exit network routes, or, if as at the date of this
       Agreement the Immediate Shareholder Group has only one such entry or exit
       network route, one entry or exit route, are transferred to and/or
       replacements are issued to the Original Borrower or any other member of
       the Group which is an Obligor on terms that are not materially less
       beneficial to the Group no later than the date falling 6 months or, in
       the case of any such Necessary Authorisations in the United Kingdom or
       France, 9




                                       21
<PAGE>   38

       months, after the date of this Agreement; provided, however, that subject
       to the requirement as to a minimum number of entry and exit routes in
       Served Cities, in the case of any Necessary Authorisations which are not
       currently used by the Group such unused Necessary Authorisations shall be
       transferred to, and or replacements issued to an Obligor on terms that
       are not materially less beneficial to the Group, by the later of (i) 3
       months after they first become used or (ii) 6 months, or in France or the
       United Kingdom, 9 months after the date of this Agreement and provided
       further that this clause 3.6 shall not apply to the Necessary
       Authorisations referred to in schedule 12.

4      UTILISATIONS

4.1    MAXIMUM OUTSTANDINGS

4.1.1   No Utilisations shall be made if, on the date of such Utilisation, the
        Total Outstandings would exceed the amount set against the relevant
        month in the table set out below as reduced pursuant to clauses 7 and
        16.1.
<TABLE>
<CAPTION>

      MONTH                                                             MAXIMUM TOTAL OUTSTANDINGS
                                                                               ((euro) M)
      -----                                                 -------------------------------------------------------
      <S>                                                    <C>
      April 2001                                                                   200

      May 2001                                                                     200

      June 2001                                                                    200

      July 2001                                                                    180

      August 2001                                                                  220

      September 2001                                                               240

      October 2001                                                                 260

      November 2001                                                                275

      December 2001                                                                285

      January 2002 and  thereafter  until the end of the                           300
      Availability Period                                  (or, if the Availability Period is extended pursuant
                                                              to clause 7.1, the Loan on the last day of the
                                                          Initial Availability Period plus the amount available
                                                                  for borrowing pursuant to clause 7.1)
</TABLE>


4.1.2      In addition to the limits set out in clause 4.1.1, no Utilisations
           shall be made if the Utilisation Date falls within the month set out
           in column (1) below and the ratio of the Loan on such day (including
           the amount of any proposed Utilisation to be made on such day) to
           Annualised Consolidated Net Operating Cash Flow (determined by
           reference to the most recently ended Three Month Period in respect of
           which Quarterly Management Accounts delivered to the Agent under this
           Agreement) exceeds the amount set out against the month in column (2)
           below, if the entire Central European Group has not been disposed of
           prior to the Utilisation Date, or column (3) below, if the entire
           Central European Group was disposed of both prior to the Utilisation
           Date and on or before 30 September 2001, or column (4) below, if the
           entire Central European Group was disposed of both prior to the
           Utilisation Date and after 30 September 2001, in which the relevant
           Utilisation Date falls:

<TABLE>
<CAPTION>
       MONTH                                             RATIO OF THE LOAN TO ANNUALISED CONSOLIDATED
                                                                   NET OPERATING CASH FLOW
       -----                                           ------------------------------------------------
       (1)                                             (2)                   (3)                   (4)
      <S>                                              <C>                  <C>                   <C>
       July 2001                                       2.50                  2.42                   -
</TABLE>

                                       22
<PAGE>   39
<TABLE>
      <S>                                              <C>                  <C>                   <C>
       August 2001                                     3.02                  3.10                   -
       September 2001                                  3.00                  3.13                   -
       October 2001                                    2.93                  3.07                  2.75
       November 2001                                   2.81                  2.94                  2.65
       December 2001                                   2.59                  2.72                  2.46
       January 2002                                    2.41                  2.55                  2.32
       February 2002                                   2.17                  2.29                  2.08
       March 2002                                      2.00                  2.10                  1.91
       April 2002                                      N/A                   1.79                  1.63
       May 2002                                        N/A                   1.79                  1.63
       June 2002                                       N/A                   1.79                  1.63
       July 2002                                       N/A                   1.49                  1.35
       August 2002                                     N/A                   1.49                  1.35
       September 2002                                  N/A                   1.49                  1.35
       October 2002                                    N/A                   1.25                  1.13
       November 2002                                   N/A                   1.25                  1.13
       December 2002                                   N/A                   1.25                  1.13
       January 2003                                    N/A                   0.98                  0.89
       February 2003                                   N/A                   0.98                  0.89
       March 2003                                      N/A                   0.98                  0.89

</TABLE>

4.1.3      In addition to the limits set out in clauses 4.1.1 and 4.1.2, no
           Utilisations shall be made unless on the date of the Utilisation
           Notice the gross cash balances of the Ultimate Shareholder Group
           (other than the Group) are not more than (euro)10,000,000 and the
           gross cash balances of the Group are not more than (euro)10,000,000.
           For the purposes of this clause 4.1.3, the Permitted Cash Balances
           shall be ignored;

4.1.4      In addition to the limits under clause 4.1.1, 4.1.2 and 4.1.3, no
           Utilisation may be made prior to both (i) the making of the court
           order in respect of the Esprit Restructuring and (ii) Closing taking
           place and the payment by the Purchaser in full of the Purchase Price
           (including under the Note) in respect of the Purchase Shares if, on
           the day of such Utilisation, the Total Outstandings would exceed
           (euro)200,000,000 less any amount which, pursuant to clause 7 or 16.1
           reduces all or any of the amounts set out in clause 4.1.1.
           Capitalised terms used in this clause 4.1.1 where not otherwise
           defined in this Agreement shall have the meanings set out in the
           Golden Telecom Sale and Purchase Agreement in its original form.

4.2    ADVANCES

       Subject to the terms and conditions of this Agreement, an Advance shall
       be made following receipt by the Agent from a Borrower of a duly
       completed Utilisation Notice not later than 10 a.m. on the third Banking
       Day before the proposed Utilisation Date. A Utilisation Notice in respect
       of an Advance shall be effective on actual receipt by the Agent and, once
       given, shall, subject as provided in clause 6.6.1, be irrevocable. No
       Utilisation Notice in respect of an Advance may be given in respect of an
       amount which is the subject of a notice of cancellation under clause 7.2.

4.3    AMOUNT AND TERM OF ADVANCES

                                       23
<PAGE>   40

4.3.1      Each Advance shall be of an amount which is a minimum of
           (euro)5,000,000 and an integral multiple of (euro)1,000,000 or the
           balance of the Commitments of the Banks.

4.3.2      Each Advance (other than an Advance made after the Termination Date
           pursuant to clause 7.1) shall have a Term of one, two, three or six
           months (or, with the prior agreement of all of the Banks, such other
           period as the relevant Borrower may request) ending on or before the
           Termination Date.

4.3.3  Not more than 15 Advances may be outstanding at any one time.

4.4    SELECTION OF INTEREST PERIODS

       Following the Original Borrower giving notice to the Agent pursuant to
       clause 7.1 in respect of all Interest Periods in respect of the Loan or
       Advances made after the Termination Date pursuant to clause 7.1
       commencing on or after the Termination Date, the Original Borrower may by
       notice received by the Agent not later than 11 a.m. on the third Banking
       Day before the beginning of each such Interest Period specify whether
       such Interest Period shall have a duration of one month or two, three or
       six months or (with the prior agreement of all of the Banks) such other
       period as the Original Borrower may request provided that:

       (a)    an Interest Period in respect of the Loan shall end on 31 March
              2003;

       (b)    in respect of any Advance made after the Termination Date pursuant
              to clause 7.1, the initial Interest Period shall commence on the
              date of such Advance and end on the last day of the then current
              Interest Period in respect of the Loan. On the last day of such
              Interest Period, it shall be consolidated with the Loan; and

       (c)    If the Original Borrower fails to specify the duration of an
              Interest Period in accordance with the provisions of this clause,
              such Interest Period shall, subject to the provisions of paragraph
              (a) above, have a duration of one month.

4.5    NOTIFICATION TO BANKS

       As soon as practicable after receipt of a Utilisation Notice in respect
       of an Advance complying with the terms of this Agreement, the Agent shall
       notify each Bank and, subject to clause 3, each of the Banks shall on the
       Utilisation Date, make available to the Agent its portion of the
       principal amount of the relevant Advance in accordance with clause 9.2.

4.6    APPLICATION OF PROCEEDS

       Without prejudice to the Obligors' obligations under clause 12.1.3, none
       of the Finance Parties shall have any responsibility for the application
       of the proceeds of or the purpose of any Utilisation by any Borrower.

5      [DELIBERATELY LEFT BLANK]

6      INTEREST

6.1    NORMAL INTEREST RATE

       Up to the Termination Date the Borrowers shall pay interest on each
       Advance on the last day of its Term and thereafter the Borrowers shall
       pay interest on each Advance made after the Termination Date pursuant to
       clause 7.1 and the Loan in respect of each Interest Period on the last
       day of such Interest Period or, in relation to a Term or an Interest
       Period longer than 6 months on the date falling 6 months after the first
       day of such Term or Interest Period and on the last day of such Term or
       Interest Period, at the rate per annum determined by the Agent to be the
       aggregate of either (a) the applicable Margin, (b) the Additional Cost
       (if any) and (c) EURIBOR.

                                       24
<PAGE>   41

6.2    APPLICABLE MARGIN

6.2.1  The Margin in relation to any Advance or the Loan, any unpaid sum due
       under this Agreement and for the purposes of clause 8.1.3 shall be 1.25
       per cent. per annum.

6.2.2  In the event that the Original Borrower gives notice the Agent pursuant
       to clause 7.1, with effect from 1 April 2002 the Margin shall be 5 per
       cent. per annum and shall increase by a further 0.50 per cent. per annum
       on the first day of each month thereafter until the Loan is repaid or
       prepaid in full. The changes to the Margin pursuant to this clause 6.2.2
       shall take effect immediately regardless of whether or not the relevant
       day is not a calculation date or the first day of an Interest Period.

6.3    INTEREST FOR LATE PAYMENT

       If any Obligor fails to pay any sum (including, without limitation, any
       sum payable pursuant to this clause 6.3) on its due date for payment
       under this Agreement such Obligor shall pay interest on such sum from the
       due date up to the date of actual payment (as well after as before
       judgment) at a rate determined by the Agent pursuant to this clause 6.3.
       The period beginning on such due date and ending on such date of payment
       shall be divided into successive periods of not more than three months as
       selected by the Agent (after consultation with the Banks so far as
       reasonably practicable in the circumstances) each of which (other than
       the first, which shall commence on such due date) shall commence on the
       last day of the preceding such period. The rate of interest applicable to
       each such period shall be the aggregate (as determined by the Agent) of
       (a) one per cent. per annum, (b) the applicable Margin, (c) the
       Additional Cost (if any) and (d) EURIBOR, unless such unpaid sum is an
       amount of principal which shall have become due and payable, by reason of
       a declaration by the Agent under clause 14.2.2 or a prepayment pursuant
       to clause 7.8 or 16.1, prior to the end of the Term or Interest Period
       relating thereto, in which case the first such period selected by the
       Agent shall end on the last day of such Term or Interest Period and
       interest shall be payable on such unpaid sum during such period at a rate
       one per cent. above the rate applicable thereto immediately before it
       shall have become so due and payable. Interest under this clause 6.3
       shall be due and payable on the last day of each period determined by the
       Agent pursuant to this clause 6.3 or, if earlier, on the date on which
       the sum in respect of which such interest is accruing shall actually be
       paid. If, for the reasons specified in clause 6.6.1(a) or 6.6.1(b), the
       Agent is unable to determine a rate in accordance with the foregoing
       provisions of this clause 6.3, each Bank shall promptly notify the Agent
       of the cost of funds to such Bank and interest on any sum not paid on its
       due date for payment shall be calculated for each Bank at a rate
       determined by the Agent to be one per cent. per annum above the aggregate
       of the Margin and the cost of funds (including any Additional Cost) to
       such Bank.

6.4    NOTIFICATION OF INTEREST RATE

       The Agent shall notify the Original Borrower and the Banks promptly of
       each rate of interest determined by it under this clause 6.

6.5    REFERENCE BANK QUOTATIONS

       If any Reference Bank is unable or otherwise fails to furnish a quotation
       for the purpose of calculating EURIBOR where such quotation is required
       having regard to the definition of "EURIBOR" in clause 1.2, the interest
       rate for the relevant Term or Interest Period or other period shall be
       determined, subject to clause 6.6, on the basis of the quotations
       furnished by the remaining EURIBOR Reference Banks.

6.6    MARKET DISRUPTION; NON-AVAILABILITY

6.6.1  If and whenever, at any time prior to the making of an Advance or
       commencement of an Interest Period:

       (a)    (at any time when Reference Bank quotations are required having
              regard to the definition of "EURIBOR" in clause 1.2) the Agent
              shall have determined by reason of




                                       25
<PAGE>   42

              circumstances affecting the Euro-Zone Interbank market, after
              consultation with the EURO Reference Banks (which determination
              shall, in the absence of manifest error, be conclusive), that
              adequate and fair means do not exist for ascertaining EURIBOR for
              the relevant Term or Interest Period or if none of the EURO
              Reference Banks supplies the Agent with a quotation for the
              purpose of calculating EURIBOR; or

       (b)    the Agent shall have received notification from Banks with
              Contributions aggregating not less than one-third of the Total
              Outstandings that matching deposits in the relevant currency are
              not available on the relevant rate fixing date to such Banks in
              the euro-zone Interbank Market in the ordinary course of business
              in sufficient amounts to fund their contribution to the relevant
              Advance or the Loan or that EURIBOR does not accurately reflect
              the cost to such Banks of obtaining such deposits,

           the Agent shall forthwith give notice (a "DETERMINATION NOTICE") to
           the Original Borrower and to each of the Banks and, in the case of a
           new Advance, such Advance shall not be made. A Determination Notice
           shall contain particulars of the relevant circumstances giving rise
           to its issue.

6.6.2      After the giving of any Determination Notice the undrawn amount of
           the Total Commitments shall not be drawn until the circumstances
           giving rise to the issue of the Determination Notice have ceased.

       During the period of 10 Banking Days after any Determination Notice has
       been given by the Agent under clause 6.6.1, the Original Borrower and
       each of the Banks may enter into negotiations with a view to agreeing an
       alternative basis (the "SUBSTITUTE BASIS") for each Bank making available
       or, as the case may be, maintaining its contribution to the Loan. The
       Substitute Basis may (without limitation) include alternative interest
       periods, alternative currencies or alternative rates of interest but
       shall include a margin above the cost of funds including Additional Cost,
       if any, to each Bank equivalent to the Margin. If no Substitute Basis is
       agreed, each Bank shall certify a substitute basis for funding its
       Contribution from whatever sources it may reasonably select. Each
       Substitute Basis so agreed or substitute basis certified by a Bank shall
       be binding upon the Borrowers and shall take effect in accordance with
       its terms from the date specified in the Determination Notice until such
       time as none of the circumstances specified in clause 6.6.1 continues to
       exist whereupon the normal interest rate fixing provisions of this
       Agreement shall apply.

7      REPAYMENT, CANCELLATION AND PREPAYMENT

7.1    REPAYMENT OF THE LOAN

       The Borrowers shall repay each Advance on its Maturity Date if such
       Maturity Date falls on or before the last day of the Availability Period
       and, on the last day of the Initial Availability Period, the Total
       Commitments shall be reduced to zero, save as set out below. If the
       Original Borrower has notified the Agent in writing not earlier than 45
       Banking Days and not later than 30 Banking Days prior to the end of the
       Initial Availability Period that all or part of the Loan is to convert to
       a term loan, then the Borrowers shall not be obliged to repay any
       Advances whose Maturity Date is the last day of the Availability Period,
       but on such day such Advances shall be consolidated and converted into a
       term loan and shall instead be repaid on or before 31 March 2003. Unless
       the Original Borrower gives a notice voluntarily cancelling such
       Commitments pursuant to clause 7.2 with effect from the last day of the
       Initial Availability Period, in the event that the Original Borrower has
       mandatorily repaid the Loan pursuant to clause 7.6.3 in an amount more
       than the reduction in the Total Commitments pursuant to clause 7.6.3 (the
       "EXCESS") and on the last day of the Initial Availability Period the Loan
       is less than the Total Commitments (the "SHORTFALL") then the Shortfall
       (but in no event more than the Excess), shall, subject to the terms and
       conditions of this Agreement, remain available for borrowing until 31
       March 2003 and the Initial Availability Period shall be extended
       accordingly.

                                       26
<PAGE>   43
7.2  VOLUNTARY CANCELLATION OF COMMITMENTS

     The Original Borrower may at any time during the Availability Period by
     notice to the Agent (effective only on actual receipt) cancel with effect
     from a date not less than 5 Banking Days after the receipt by the Agent of
     such notice the whole or any part (being euro 10,000,000 or any larger sum
     which is an integral multiple of euro 1,000,000) of the Commitments, any
     such notice of cancellation, once given, shall be irrevocable and upon such
     cancellation taking effect the Commitment of each Bank shall be reduced
     proportionately. Any amounts so cancelled shall not be available for
     redrawing and each amount set out in clause 4.1.1 shall be reduced by the
     amount cancelled.

7.3  VOLUNTARY PREPAYMENT

     The Borrowers may prepay any Advance or the Loan in the currency in which
     it is denominated (in whole or in part provided that, in the case of part,
     such part is a minimum of euro 2,500,000 and an integral multiple of euro
     500,000) at any time without premium or penalty, but subject to clause
     15.1. No amount prepaid pursuant to this clause 7.3 after the end of the
     Initial Availability Period shall be available for redrawing and the
     relevant amount set out in clause 4.1.1 shall be reduced by the amount
     cancelled.

7.4  ADDITIONAL VOLUNTARY PREPAYMENT

     Any Borrower may also prepay (in whole but not in part only), without
     premium or penalty, but without prejudice to its obligations under clauses
     9.5 and 15.2, the Contribution of any Bank to which such Borrower shall
     have become obliged to pay additional amounts under clause 9.5 or 15.2.
     Upon any notice of such prepayment being given, the Commitment of the
     relevant Bank shall be reduced to zero and the amount of the Total
     Commitments and each amount set out in clause 4.1.1 shall be reduced
     accordingly.

7.5  AMOUNTS PAYABLE ON PREPAYMENT

     Any prepayment under this clause 7 shall be made together with (a) accrued
     interest to the date of prepayment, (b) any additional amount payable under
     clauses 6.6, 9.5, or 15.2 and (c) all other sums payable by the relevant
     Borrower under this Agreement including, without limitation, any accrued
     commitment commission payable under clause 8.1.3 and, other than in the
     case of a mandatory prepayment under clause 7.6, any amounts payable under
     clause 15.1.

7.6  MANDATORY PREPAYMENT AND CANCELLATION

7.6.1     In the event that any person acquires or persons acting in concert
          acquire control of the Ultimate Shareholder, unless such person is a
          recognised and experienced international telecommunications operator
          the credit rating of whose long term debt is rated at least "A3" by
          Moody's and "A-" by Standard and Poor's, the Borrowers shall
          immediately prepay or repay the Loan and the Total Commitments shall
          be reduced to zero. For the purposes of this clause 7.6.1 "acting in
          concert" shall have the meaning given to such expression in the City
          Code on Takeovers and Mergers and "control" means (i) the beneficial
          ownership, directly or indirectly, of shares of corporate stock or
          other equity participations with voting power under ordinary
          circumstances to elect the Board of Directors ("voting equity
          interests") representing 50% or more of the total voting power of the
          voting equity interests of the Ultimate Shareholder or (ii) the
          possession of the power, directly or indirectly, to elect a majority
          of the Board of Directors of the Ultimate Shareholder.

7.6.2     The Original Borrower shall apply or procure the application of euro
          50,000,000 of the sale proceeds of the shares in Golden Telecom
          received pursuant to the Golden Telecom Sale and Purchase Agreement
          (including under the Note issued thereunder) in prepayment of the Loan
          and the figures set out in clause 4.1.1 against the months of April
          2001, May 2001 and June 2001 shall each be reduced by the amount of
          each prepayment under this clause 7.6.2. Such prepayment shall be made
          as to euro 25,000,000 of the first instalment of the Purchase Price
          under the Golden Telecom Sale and Purchase Agreement (as therein
          defined) and euro 25,000,000 of the second instalment of the Purchase
          Price under the Golden Telecom


                                       27
<PAGE>   44

          Sale and Purchase Agreement or, if the Purchase Price is paid in one
          instalment, euro 50,000,000.

7.6.3     The Original Borrower shall apply or procure the application of the
          cash (or Cash Equivalents) proceeds of the sale (net of taxes, fees
          and commissions directly relating to such sale) of the shares in, or
          assets of, any member of the Central European Group (other than sales
          of assets by the Central European Group in the ordinary course of
          trading which, for the avoidance of doubt, shall include the sale of
          dark fibre) in immediate prepayment of the Loan. The Total Commitments
          and each figure set out in clause 4.1.1 shall be reduced by the amount
          of any prepayment under this clause 7.6.3 save that, if the total
          proceeds so applied pursuant to this clause 7.6.3 on or before 30
          September 2001 exceed euro 25,000,000, the Total Commitments and each
          figure set out in clause 4.1.1 shall not be reduced by the amount of
          such excess, however if the total proceeds so applied by 30 September
          2001 do not exceed euro 25,000,000, the Total Commitments and each
          figure set out in clause 4.1.1 shall be reduced by all such proceeds
          up to euro 50,000,000.

7.7  NOTICE OF PREPAYMENT

     No prepayment may be effected under this clause 7 (other than clause 7.6)
     unless the relevant Borrower shall have given the Agent at least 3 Banking
     Days' notice of its intention to make such prepayment. Every notice of
     prepayment shall be effective only on actual receipt by the Agent, shall be
     irrevocable and shall oblige the relevant Borrower to make such prepayment
     on the date specified.

7.8  NO OTHER PREPAYMENT

     The Borrowers may not prepay the Loan or any part thereof save as expressly
     provided in this Agreement.

8    FEES AND EXPENSES

8.1  FEES

     The Original Borrower shall pay to the Agent whether or not any part of the
     Commitments is ever drawn:

8.1.1     for the account of the Arrangers, an arrangement fee of an amount and
          on the dates agreed between the Original Borrower and the Arrangers in
          a letter dated 30 June 2000;

8.1.2     on the earlier of (i) the date of the first Utilisation and (ii) the
          date falling five Banking Days after the date of this Agreement and on
          each anniversary of the date of this Agreement until all moneys owing
          under this Agreement have been paid in full, for the account of the
          Agent or the Security Trustee (as the case may be), an agency fee and
          security trustee fee of an amount agreed between the Original Borrower
          and the Agent and the Security Trustee respectively in a letter dated
          the date of this Agreement;

8.1.3     in arrears on each Quarter Day after the date of this Agreement and on
          the last day of the Availability Period, for the account of each Bank,
          commitment commission on the daily undrawn and uncancelled amount of
          such Bank's Commitment computed from the date of this Agreement at the
          rate of (i) from the date of signing this Agreement until the date
          falling twelve calendar months thereafter, 0.60 per cent. per annum
          and (ii) thereafter the lesser of 0.50 per cent. per annum and 50 per
          cent. of the Margin applicable on each day during the relevant period;
          and

8.1.4     in the event that the Original Borrower gives notice to the Agent
          pursuant to clause 7.1, for the account of the Banks a term out fee of
          an amount set out in a letter from the Arrangers to the Original
          Borrower dated the same date as the Supplemental Agreement.


                                       28
<PAGE>   45

8.2  EXPENSES

     The Original Borrower shall pay to the Agent on demand:

8.2.1     all reasonable expenses (including legal, printing, travel and
          out-of-pocket expenses, but subject to any limitations agreed in
          writing prior to the date of this Agreement in relation thereto)
          incurred by the Finance Parties in connection with the negotiation,
          preparation and execution of the Finance Documents, the syndication of
          the Facility and the preparation and distribution of the Information
          Memorandum and advertising in connection with this Agreement and of
          any amendment or extension of, or the granting of any waiver or
          consent under, the Finance Documents together with interest at the
          rate referred to in clause 6.3 from the date of demand for payment of
          such expenses to the date of payment (as well after as before
          judgment); and

8.2.2     all expenses (including legal, travel and out-of-pocket expenses)
          incurred by the Finance Parties or any of them in contemplation of, or
          otherwise in connection with, the enforcement or attempted enforcement
          of, or preservation or attempted preservation of any rights under, the
          Finance Documents including, without limitation after the occurrence
          of a Default or if otherwise agreed with the Original Borrower, the
          fees and expenses of accountants or other experts incurred in relation
          to any investigation into the affairs of the Original Borrower or any
          other member of the Group or otherwise in respect of the moneys owing
          under the Finance Documents together with interest at the rate
          refereed to in clause 6.3 from the date of demand for payment of such
          expenses to the date of payment (as well after as before judgment).

8.3  VALUE ADDED TAX

     All amounts payable pursuant to this Agreement shall be paid together with
     an amount equal to any value added tax payable in respect thereof.

8.4  STAMP AND OTHER DUTIES

     The Original Borrower shall pay all stamp, documentary, registration or
     other similar duties or Taxes (including any such duties or Taxes payable
     by, or assessed on, the Finance Parties or any of them) imposed on or in
     connection with the Finance Documents or the Facility.

8.5  INDEMNITY

     The Original Borrower shall indemnify the Finance Parties against any
     liability arising by reason of any delay or omission by the Original
     Borrower to pay such duties or Taxes.



                                       29
<PAGE>   46

9    PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

9.1  NO SET-OFF OR COUNTERCLAIM; DISTRIBUTION TO THE BANKS

     All payments to be made by the Obligors under this Agreement shall be made
     in full, without any set-off or counterclaim whatsoever and, subject as
     provided in clause 9.5, free and clear of any deductions or withholdings
     (except to the extent required by law) in euros (except for costs, charges
     or expenses which shall be payable in the currency in which they are
     incurred) on the due date to the account of the Agent at such bank in the
     principal financial centre of the currency concerned or, in the case of
     euros, Brussels, as the Agent may from time to time specify for this
     purpose. Save where this Agreement provides for a payment to be made for
     the account of the Agent (for its own account), the Arrangers, the Security
     Trustee or a particular Bank, in which case the Agent shall distribute the
     relevant payment to the Agent, the Arrangers, the Bank concerned or the
     Security Trustee (as the case may be), payments to be made by any Obligor
     under this Agreement shall be for the account of all the Banks and the
     Agent shall forthwith distribute such payments in like funds as are
     received by the Agent to the Banks rateably in accordance with their
     Commitments or Contributions, as the case may be.

9.2  PAYMENTS BY THE BANKS

     All sums to be paid by the Banks to the Borrowers under this Agreement
     shall be remitted in the relevant currency on the relevant Utilisation Date
     to the account of the Agent at such bank as the Agent may have notified to
     the Banks and shall be paid by the Agent on such date in like funds as are
     received by the Agent to the account of the relevant Borrower specified in
     the relevant Utilisation Notice.

9.3  NON-BANKING DAYS

     When any payment under this Agreement would otherwise be due on a day which
     is not a Banking Day, the due date for payment or the date of such
     reduction shall be postponed to the next following Banking Day unless such
     Banking Day falls in the next calendar month in which case payment shall be
     made on the immediately preceding Banking Day. If any date or day
     specifically referred to in this Agreement is not a Banking Day all
     references thereto shall be deemed to be to the immediately preceding
     Banking Day.

9.4  AGENT MAY ASSUME RECEIPT

     Where any sum is to be paid under this Agreement to the Agent for the
     account of another person, the Agent may assume that the payment will be
     made when due and may (but shall not be obliged to) make such sum available
     to the person so entitled. If it proves to be the case that such payment
     was not made to the Agent, then the person to whom such sum was so made
     available shall on request refund such sum to the Agent together with
     interest thereon sufficient to compensate the Agent for the cost of making
     available such sum up to the date of such repayment and the person by whom
     such sum was payable shall indemnify the Agent for any and all loss or
     reasonable expense which the Agent may sustain or incur as a consequence of
     such sum not having been paid on its due date.

9.5  GROSSING-UP FOR TAXES

     Subject to clauses 9.6 and 9.7, at any time any Obligor is required to make
     any deduction or withholding in respect of Taxes (other than any Tax on the
     Overall Net Income of any Finance Party) from any payment due under any of
     the Finance Documents for the account of any Finance Party (or if the Agent
     or Security Trustee is required to make any such deduction or withholding
     from a payment to an any other Finance Party), the sum due from the
     relevant Obligor in respect of such payment shall, subject to the Finance
     Party's compliance with clause 9.8.2, be increased to the extent necessary
     to ensure that, after the making of such deduction or withholding, each
     Finance Party receives on the due date for such payment (and retains, free
     from any liability in respect of such deduction or withholding) a net sum
     equal to the sum which it would have received had no such deduction or
     withholding been required to be made and the relevant Obligor shall
     indemnify each Finance Party against any losses or costs incurred by any


                                       30
<PAGE>   47

     of them by reason of any failure of such Obligor to make any such deduction
     or withholding or by reason of any increased payment not being made on the
     due date for such payment. The relevant Obligor shall promptly deliver to
     the Agent any receipts, certificates or other proof evidencing the amounts
     (if any) paid or payable in respect of any such deduction or withholding.

9.6  QUALIFYING BANKS

     If any Finance Party is not or ceases to be a Qualifying Bank then it shall
     promptly notify the Original Borrower upon becoming aware of the same and
     the relevant Obligor shall not be obliged to pay such Finance Party under
     clause 9.5 any amount in excess of the amount it would have been obliged to
     pay if such Finance Party was or had not ceased to be a Qualifying Bank
     provided that this clause 9.6 shall not apply (and the relevant Obligor
     shall be obliged to comply with its obligations under clause 9.5) if after
     the date of this Agreement (or, in the case of a Finance Party which became
     a party to this Agreement after the date of this Agreement, the date on
     which it became a party) there shall have been any change in, or in the
     interpretation or application of, any relevant law, directive, treaty
     (including, without limitation any applicable double taxation treaty) or
     regulation or practice of any applicable taxation authority and as a result
     thereof the relevant Finance Party ceases to be a Qualifying Bank or the
     relevant Obligor will be required to make a deduction or withholding on
     account of tax irrespective of whether the recipient of the relevant
     payment is or is not a Qualifying Bank.

9.7  CLAW-BACK OF TAX BENEFIT

     If following any such deduction or withholding as is referred to in clause
     9.5 any Finance Party shall receive or be granted a credit against or
     remission for any Taxes payable by it, such Finance Party shall, subject to
     the relevant Obligor having made any increased payment in accordance with
     clause 9.5 and to the extent that such Finance Party can in its absolute
     discretion acting in good faith do so without prejudicing the retention of
     the amount of such credit or remission and without prejudice to the right
     of such Finance Party to obtain any other relief or allowance which may be
     available to it, reimburse the relevant Obligor with such amount as such
     Finance Party shall in its absolute discretion acting in good faith certify
     to be the proportion of such credit or remission as will leave such Finance
     Party (after such reimbursement) in no worse position than it would have
     been in had there been no such deduction or withholding from the payment by
     the relevant Obligor as aforesaid. Such reimbursement shall be made
     forthwith upon such Finance Party certifying that the amount of such credit
     or remission has been received by it. Nothing contained in this Agreement
     shall oblige any Finance Party to rearrange its tax affairs or to disclose
     any information regarding its tax affairs and computations. Without
     prejudice to the generality of the foregoing, the Obligors shall not, by
     virtue of this clause 9.7, be entitled to enquire about any Finance Party's
     tax affairs.

9.8  CERTIFICATION TO SECURE A TAX BENEFIT

     If, in order to make any payment due under this Agreement to any Finance
     Party without deduction or withholding for or on account of Tax or to
     secure the benefit of any reduced rate of such deduction or withholding,
     any Obligor requires a direction from, or the consent, of a government or
     taxing authority:

9.8.1     the Obligors agree to use their reasonable endeavours to complete
          (accurately and in a manner reasonably satisfactory to such Finance
          Party), execute, arrange for any required certification of, and
          deliver to such Finance Party or such government or taxing authority
          as such Finance Party reasonably directs, any form or document
          reasonably required of it, and to provide such information that such
          Finance Party or such government or taxing authority may reasonably
          require or request in order to assist or enable such Finance Party to
          secure that such a direction or consent is given to the relevant
          Obligor in respect of any payment. Each Obligor shall perform its
          obligations under this clause 9.8.1 promptly upon the earlier of:

          (a)  being notified that the form, document or information is required
               or requested; and


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<PAGE>   48

          (b)  demand being made by such Finance Party or the relevant
               government or taxing authority, as the case may be; and

9.8.2     each Finance Party agrees to use its reasonable endeavours to
          complete, execute, arrange for any required certification of, and
          deliver to the relevant Obligor, or such government or taxing
          authority as the Original Borrower may reasonably direct, any form or
          document reasonably required of it, and to provide such information
          that the Original Borrower or such government or taxing authority may
          reasonably require or request in order to assist or enable the
          Original Borrower to secure that such a direction or consent is given
          to the relevant Obligor in respect of any payment.

9.9  BANK ACCOUNTS

     Each Bank shall maintain, in accordance with its usual practices, an
     account or accounts evidencing the amounts from time to time advanced by,
     owing to and paid to it under this Agreement. The Agent shall maintain a
     control account showing each Utilisation and other sums owing by each
     Obligor under this Agreement and all payments in respect thereof made by
     the Obligors from time to time. The control account shall, in the absence
     of manifest or proven error, be conclusive as to the amount from time to
     time owing by each Obligor under this Agreement.

9.10 PARTIAL PAYMENTS

     If, on any date on which a payment is due to be made by any Obligor under
     this Agreement, the amount received by the Agent from the relevant Obligor
     falls short of the total amount of the payment due to be made by the
     relevant Obligor on such date then, without prejudice to any rights or
     remedies available to the Finance Parties under this Agreement, the Agent
     shall apply the amount actually received from the relevant Obligor in or
     towards discharge of the obligations of the Obligors under this Agreement
     in the following order, notwithstanding any appropriation made, or
     purported to be made, by the relevant Obligor:

9.10.1    firstly, in or towards payment, on a pro rata basis, of any unpaid
          fees, costs and expenses of the Agent under this Agreement together
          with any portion of the agency fee payable under clause 8.1.2 which
          remains unpaid;

9.10.2    secondly, in or towards payment to the Arrangers of any portion of the
          arrangement fee payable under clause 8.1.1 which remains unpaid;

9.10.3    thirdly, in or towards payment to the Banks, on a pro rata basis, of
          any accrued commitment commission payable under clause 8.1.3 which
          shall have become due but remains unpaid;

9.10.4    fourthly, in or towards payment to the Banks, on a pro rata basis, of
          any accrued interest and guarantee commission under this Agreement
          which shall have become due but remains unpaid;

9.10.5    fifthly, in or towards payment to the Banks, on a pro rata basis, of
          any principal under this Agreement which shall have become due but
          remains unpaid; and

9.10.6    sixthly, in or towards payment of any other sum which shall have
          become due under this Agreement but remains unpaid (and, if more than
          one such sum so remains unpaid, on a pro rata basis).

     The order of application set out in this clause 9.10.3 - 9.10.6 shall be
     varied by the Agent if all the Banks so direct, without any reference to,
     or consent or approval from, any of the Obligors.

9.11 CALCULATIONS

     All interest, commission and other payments of an annual nature under this
     Agreement shall accrue from day to day and be calculated on the basis of
     actual days elapsed and a 360 day year. In calculating the actual number of
     days elapsed in a period which is one of a series of


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<PAGE>   49

     consecutive periods with no interval between them or a period on the last
     day of which any payment falls to be made in respect of such period, the
     first day of such period shall be included but the last day excluded.

9.12 CERTIFICATES CONCLUSIVE

     Any certificate or determination of any Finance Party as to any rate of
     interest or commission or any amount payable under this Agreement shall be
     prima facie evidence of such amount and binding on the Obligors and (in the
     case of a certificate or determination by the Agent) on the other Finance
     Parties.

9.13 EFFECT OF MONETARY UNION

     The provisions of this clause 9.13 apply in relation to any amount payable
     in the currency of a Participating Member State provided that, if and to
     the extent that any provision relates to any state (or the currency of such
     state) which was not a Participating Member State on 1 January 1999, such
     provision shall come into effect in relation to such state (and the
     currency of such state) on and with effect from the date on which such
     state becomes a Participating Member State.

9.13.1    REDENOMINATION AND ALTERNATIVE CURRENCIES

          Each obligation under this Agreement of a party to this Agreement
          which has been denominated in the national currency unit of a
          Participating Member State shall be redenominated into the euro unit
          in accordance with EMU Legislation, provided that, if and to the
          extent that any EMU Legislation provides that following 1 January 1999
          an amount denominated either in the euro or in the national currency
          unit of a Participating Member State and payable within that
          Participating Member State by crediting an account of the creditor can
          be paid by the debtor either in the euro unit or in that national
          currency unit, each party to this Agreement shall be entitled to pay
          or repay any such amount either in the euro unit or in such national
          currency unit.

9.13.2    ADVANCES

          Any Advance in the currency of a Participating Member State shall be
          made in the euro unit.

9.13.3    PAYMENTS TO THE AGENT

          Clauses 9.1 and 9.2 shall be construed so that, in relation to the
          payment of any sum denominated in the euro or in a national currency
          unit, such sum shall be made available to the Agent by payment in the
          euro unit or, as the case may be, such national currency unit and in
          immediately available, freely transferable, cleared funds to the
          accounts notified by it under clauses 9.1 and 9.2.

9.13.4    PAYMENTS BY THE AGENT TO THE FINANCE PARTIES

          Any amount payable by the Agent to any other Finance Party under this
          Agreement in the currency of a Participating Member State shall be
          paid in the euro unit.

9.13.5    PAYMENTS BY THE AGENT

          The Agent shall not be liable to the Borrowers or any of the other
          Finance Parties in any way whatsoever for any delay, or the
          consequences of any delay, in the crediting to any account of any
          amount required by this Agreement to be paid by the Agent if the Agent
          shall have taken all relevant steps to achieve, on the date required
          by this Agreement, the payment of such amount in immediately
          available, freely transferable, cleared funds (in the euro unit or, as
          the case may be, in a national currency unit) to the account with the
          bank in the principal financial centre in the Participating Member
          State which the relevant Borrower or, as the case may be, Finance
          Party shall have specified for such purpose. In this clause 9.13.5
          "ALL RELEVANT STEPS" means all such steps as may be prescribed from
          time to time by the

                                       33
<PAGE>   50

          regulations or operating procedures of such clearing or settlement
          system as the Agent may from time to time after consultation with the
          Borrowers and the other Finance Parties determine for the purpose of
          clearing or settling payments of the euro.

9.13.6    ROUNDING AND OTHER CONSEQUENTIAL CHANGES

          Without prejudice and in addition to any method of conversion or
          rounding prescribed by any EMU Legislation and without prejudice to
          the respective liabilities for Indebtedness of the Borrowers to the
          Finance Parties and the Finance Parties to the Borrowers under or
          pursuant to this Agreement (and after consultation with the Borrowers
          and the Finance Parties):

          (a)  each reference in this Agreement to a minimum amount (or an
               integral multiple thereof) in a national currency unit to be paid
               to or by the Agent shall be replaced by a reference to such
               reasonably comparable and convenient amount (or an integral
               multiple thereof) in the euro unit as the Agent may from time to
               time specify; and

          (b)  save as expressly provided in this clause 9.13.6 each provision
               of this Agreement shall be subject to such reasonable changes of
               construction as the Agent may from time to time specify after
               consultation with the Original Borrower to be necessary or
               appropriate to reflect the changeover to the euro in
               Participating Member States.

9.13.7    AMENDMENTS

          After consultation with the Original Borrower and the Banks for such
          period as the Agent shall in good faith determine is necessary and
          reasonable in all the circumstances and notwithstanding clause 19.11,
          the Agent shall be entitled to make from time to time such amendments
          to this Agreement as it may determine to be necessary to take account
          of monetary union and any consequent changes in market practices
          (whether as to the settlement or rounding of obligations, the
          calculation of interest, place of payment or otherwise howsoever). Any
          amendment so made to this Agreement by the Agent shall be promptly
          notified to the other Finance Parties and the Original Borrower by the
          Agent and shall be binding on all other Finance Parties and the
          Obligors.

10        GUARANTEE

10.1      LIMITS OF GUARANTEE

          Notwithstanding the provisions of clause 10.2 to 10.18 inclusive, the
          following limitations shall apply to the relevant Guarantors:

          Denmark

               Notwithstanding anything to the contrary herein or in any other
               Finance Document, the maximum amount that can be recovered from
               any Guarantor incorporated in Denmark (the "Danish Guarantor")
               under the Guarantee shall in no event exceed the higher of (i)
               the amounts borrowed by and utilised by or recovered by way of
               intercompany loan by the relevant Danish Guarantor (provided that
               such amount has not been on lent or disposed of to any parent of
               the Danish Guarantor which is not incorporated in Denmark); and
               (ii) the aggregate at such time of the net equity of such Danish
               Guarantor.

               The limitation referred to in clause 10.1(i) shall apply only as
               long as Danish company legislation (presently section 115)
               prevents the Danish Guarantors from guaranteeing the obligations
               of their non-Danish parent companies. The Danish Guarantors and
               the Original Borrower undertake to execute such addenda to this
               Agreement as may thereafter be required by the Agent to reflect
               the inapplicability of such legislation.


                                       34
<PAGE>   51

10.2     COVENANT TO PAY

         In consideration of the Banks making or continuing to make Utilisations
         to the Borrowers pursuant to this Agreement each Guarantor hereby
         irrevocably and unconditionally but subject always to the provisions of
         clause 10.1:

10.2.1   jointly and severally guarantee to each Finance Party, the due
         performance by any members of the Group of all their respective
         obligations under or pursuant to the Finance Documents; and

10.2.2   jointly and severally guarantee to each Finance Party the payment of
         all moneys now or hereafter due, owing or incurred by any member of the
         Group under or pursuant to the Finance Documents when the same become
         due whether by acceleration or otherwise.

10.3     GUARANTORS AS PRINCIPAL DEBTORS; INDEMNITY

         As a separate and independent stipulation, the Guarantors jointly and
         severally agree that if any purported obligation or liability of any
         member of the Group which would have been the subject of this Guarantee
         had it been valid and enforceable is not or ceases to be valid or
         enforceable against such member of the Group on any ground whatsoever
         whether or not known to the Finance Parties or any of them (including,
         without limitation, any irregular exercise or absence of any corporate
         power or lack of authority of, or breach of duty by, any person
         purporting to act on behalf of such member of the Group or any legal or
         other limitation, or any disability or Incapacity or any change in the
         constitution of any relevant member of the Group) the Guarantors shall
         nevertheless be jointly and severally liable in respect of that
         purported obligation or liability as if the same were fully valid and
         enforceable and such Guarantor was the principal debtor in respect
         thereof. The Guarantors hereby irrevocably and unconditionally jointly
         and severally agree to indemnify and keep indemnified each Finance
         Party for the benefit of the Finance Parties against any loss or
         liability arising from any failure of any member of the Group to
         perform or discharge any such purported obligation or liability or from
         any invalidity or unenforceability of any of the same against any
         member of the Group, subject to the provisions of clause 10.1.

10.4     NO SECURITY TAKEN BY GUARANTORS

         The Guarantors hereby jointly and severally warrant that they have not
         taken or received, and undertake that until all the Guaranteed
         Liabilities have been paid or discharged in full, they will not take or
         receive, the benefit of any security from any other Obligor or any
         other person in respect of their obligations under this Guarantee.

10.5     INTEREST

         Each Guarantor agrees to pay interest on each amount demanded of it
         under this Guarantee from the date of such demand until payment (as
         well after as before judgment) at the rate specified in clause 6.3,
         except that no interest shall be recoverable under this clause 10.5 if
         and to the extent that interest has been paid on the underlying amount
         pursuant to clause 6.3 or otherwise. Such interest shall be compounded
         at the end of each period determined for this purpose by the Agent in
         the event of it not being paid when demanded but without prejudice to
         each Finance Party's right to require payment of such interest.

10.6     CONTINUING SECURITY AND OTHER MATTERS

         This Guarantee shall:

10.6.1   extend to the ultimate balance from time to time owing to the Finance
         Parties by the members of the Group and shall be a continuing
         guarantee, notwithstanding any settlement of account or other matter
         whatsoever;

10.6.2   be in addition to any present or future Collateral Instrument, right or
         remedy held by or available to the Finance Parties or any of them; and


                                       35
<PAGE>   52

10.6.3   not be in any way prejudiced or affected by the existence of any such
         Collateral Instrument, rights or remedies or by the same becoming
         wholly or in part void, voidable or unenforceable on any ground
         whatsoever or by the Finance Parties or any of them dealing with,
         exchanging, varying or failing to perfect or enforce any of the same or
         giving time for payment or indulgence or compounding with any other
         person liable.

10.7     NEW ACCOUNTS

         If this Guarantee ceases to be continuing for any reason whatsoever
         each Finance Party may nevertheless continue any account of any member
         of the Group or open one or more new accounts and the liability of each
         Guarantor under this Guarantee shall not in any manner be reduced or
         affected by any subsequent transactions or receipts or payments into or
         out of any such account.

10.8     LIABILITY UNCONDITIONAL

         The liability of each Guarantor shall not be affected nor shall this
         Guarantee be discharged or reduced by reason of:

10.8.1   the Incapacity or any change in the name, style or constitution of any
         Obligor or any other person liable; or

10.8.2   any of the Finance Parties granting any time, indulgence or concession
         to, or compounding with, discharging, releasing or varying the
         liability of any other Obligor or any other person liable or renewing,
         determining, varying or increasing any accommodation, facility or
         transaction or otherwise dealing with the same in any manner whatsoever
         or concurring in, accepting or varying any compromise, arrangement or
         settlement or omitting to claim or enforce payment from any Obligor or
         any other person liable; or

10.8.3   any act or omission which would not have discharged or affected the
         liability of such Guarantor had it been a principal debtor instead of a
         Guarantor or by anything done or omitted which but for this provision
         might operate to exonerate such Guarantor.

10.9     COLLATERAL INSTRUMENTS

         None of the Finance Parties shall be obliged to make any claim or
         demand on any member of the Group or to resort to any Collateral
         Instrument or other means of payment now or hereafter held by or
         available to them or it before enforcing this Guarantee and no action
         taken or omitted by any of the Finance Parties in connection with any
         such Collateral Instrument or other means of payment shall discharge,
         reduce, prejudice or affect the liability of any Guarantor under this
         Guarantee nor shall any of the Finance Parties be obliged to apply any
         money or other property received or recovered in consequence of any
         enforcement or realisation of any such Collateral Instrument or other
         means of payment in reduction of the Guaranteed Liabilities.

10.10    WAIVER OF GUARANTOR'S RIGHTS

         Until all the Guaranteed Liabilities have been paid, discharged or
         satisfied in full (and notwithstanding payment of a dividend in any
         liquidation or under any compromise or arrangement) each Guarantor
         agrees that, without the prior written consent of the Agent, it will
         not:

10.10.1  exercise its rights of subrogation, reimbursement and indemnity against
         any other Obligor or any other person liable; or

10.10.2  demand or accept any security to be executed in respect of any of its
         obligations under this Guarantee or any other Indebtedness now or
         hereafter due to such Obligor from any other member of the Group or
         from any other person liable; or

10.10.3  take any step or enforce any right against any other Obligor or any
         other person liable in respect of any Guaranteed Liabilities; or

                                       36
<PAGE>   53

10.10.4  exercise any right of set-off or counterclaim against any other Obligor
         or any other person liable or claim or prove or vote as a creditor in
         competition with any of the Finance Parties in the liquidation,
         administration or other insolvency proceeding of any other Obligor or
         any other person liable or have the benefit of, or share in, any
         payment from or composition with, any other Obligor or any other person
         liable or any other Collateral Instrument now or hereafter held by any
         of the Finance Parties for any Guaranteed Liabilities or for the
         obligations or liabilities of any other person liable but so that, if
         so directed by the Agent, it will prove for the whole or any part of
         its claim in the liquidation of any other Obligor on terms that the
         benefit of such proof and of all money received by it in respect
         thereof shall be held on trust for the Finance Parties and applied in
         or towards discharge of the Guaranteed Liabilities in such manner as
         the Agent shall deem appropriate.

10.11    SUSPENSE ACCOUNTS

         Any money received in connection with this Guarantee (whether before or
         after any Incapacity of any Obligor) may be placed to the credit of a
         suspense account with a view to preserving the rights of the Finance
         Parties to prove for the whole of their respective claims against any
         Obligor or any other person liable or may be applied in or towards
         satisfaction of the Guaranteed Liabilities as the Agent may from time
         to time conclusively determine in its absolute discretion.

10.12    SETTLEMENTS CONDITIONAL

         Any release, discharge or settlement between any Obligor and any of the
         Finance Parties shall be conditional upon no security, disposition or
         payment to any of the Finance Parties by any Obligor or any other
         person liable being void, set aside or ordered to be refunded pursuant
         to any enactment or law relating to bankruptcy, liquidation,
         administration or insolvency or for any other legal reason whatsoever
         and if such condition shall not be fulfilled the Finance Parties shall
         be entitled to enforce this Guarantee subsequently as if such release,
         discharge or settlement had not occurred and any such payment had not
         been made.

10.13    GUARANTORS TO DELIVER UP CERTAIN PROPERTY

         If, contrary to clauses 10.4 or 10.10, any Guarantor takes or receives
         the benefit of any security or receives or recovers any money or other
         property, such security, money or other property shall be held on trust
         for the Finance Parties and shall be delivered to the Agent on demand.

10.14    RETENTION OF THIS GUARANTEE

         The Finance Parties shall be entitled to retain this Guarantee after as
         well as before the payment or discharge of all the Guaranteed
         Liabilities for such period as the Agent may reasonably determine but
         the Finance Parties shall deliver this Guarantee to each Guarantor in
         any event upon the Guaranteed Liabilities being paid or discharged in
         full and the Finance Parties being satisfied that no such avoidance,
         setting aside or order such as is referred to in clause 10.11 is likely
         to occur or be made.

10.15    CHANGES IN CONSTITUTION OR REORGANISATIONS OF THE FINANCE PARTIES

         For the avoidance of doubt and without prejudice to the provisions of
         clause 18, this Guarantee shall remain binding on each Guarantor
         notwithstanding any change in the constitution of the Finance Parties
         or any of them or their or its absorption in, or amalgamation with, or
         the acquisition of all or part of their or its undertaking or assets
         by, any other person, or any reconstruction or reorganisation of any
         kind, to the intent that this Guarantee shall remain valid and
         effective in all respects in favour of any successor in title of the
         Finance Parties, any Transferee and any successor Agent appointed
         pursuant to clause 19.13 or any successor Security Trustee appointed
         pursuant to the terms of the Security Trust Deed in the same manner as
         if such successor in title, Transferee or successor Agent or successor
         Security Trustee had been named in this guarantee as a party instead
         of, or in addition to, the relevant Finance Party.


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<PAGE>   54

10.16    OTHER GUARANTORS

         Each Guarantor agrees to be bound by this Guarantee notwithstanding
         that any other person intended to execute or to be bound by any other
         guarantee or assurance under or pursuant to this Agreement may not do
         so or may not be effectually bound and notwithstanding that such other
         guarantee or assurance may be determined or be or become invalid or
         unenforceable against any other person, whether or not the deficiency
         is known to the Finance Parties or any of them.

10.17    DANISH GUARANTORS

         The Original Borrower shall establish and maintain records for the
         purpose of recording the total actual or contingent liability of each
         of the Danish Guarantors. Each member of the Group, the Security
         Trustee, its advisers and the Danish Guarantors shall have the right at
         any time to upon giving reasonable notice to the Original Borrower to
         inspect the books and records of the Original Borrower in order to
         monitor the Original Borrower's adherence to its obligations hereunder.

10.18    ACCEDING GUARANTORS

10.18.1  The Original Borrower shall procure that each Material Subsidiary of
         the Original Borrower (other than the Original Guarantors) becomes an
         Acceding Guarantor either:

         (a)   in the case of a person which is a member of the Group on the
               date of this Agreement within 15 days of it becoming a Material
               Subsidiary; or

         (b)   in the case of a person which becomes a Subsidiary of the
               Original Borrower after the date of this Agreement in the event
               that such Subsidiary is a Material Subsidiary within 15 days of
               that person becoming a Subsidiary of the Original Borrower,

         in each case by delivering to the Agent a Deed of Guarantor Accession,
         duly executed by such Subsidiary and the Original Borrower.

10.18.2  The Original Borrower shall procure that within 60 days of the last day
         of each Three Month Period ending on a Quarter Day commencing with the
         Three Month Period ended 31 March 2001 (or within 45 days of the last
         day of each Three Month Period ending on a Quarter Day commencing with
         the Three Month Period ended 30 September 2001), each member of the
         Group which is not a Guarantor and which has at any time received cash
         (or its equivalent) and/or property, plant and equipment from any other
         member of the Group and/or in respect of whose liabilities another
         member of the Group has at any time issued a guarantee such that the
         aggregate of (i) the principal amount of all such cash (or its
         equivalent) which has not been repaid, (ii) the book value of all such
         property plant and equipment and (iii) the maximum amount so guaranteed
         is in excess of $10,000,000, shall become an Acceding Guarantor by
         delivering to the Agent a Deed of Guarantor Accession, duly executed by
         such Subsidiary and the Original Borrower.

10.18.3  The Original Borrower shall procure that within 60 days of each Quarter
         Day commencing with 31 March 2001 (or within 45 days of each Quarter
         Day commencing with 30 September 2001), in the event that the Group
         (other than the Obligors) at any time received cash (or its equivalent)
         and/or property, plant and equipment from the Obligors (taken as a
         whole) and/or in respect of whose liabilities the Obligors (taken as a
         whole) have at any time issued guarantees such that the aggregate of
         (i) the principal amount of all such cash (or its equivalent) which has
         not been repaid, (ii) the book value of all such property, plant and
         equipment and (iii) the maximum amount so guaranteed, is in excess of
         euro 50,000,000, one or more Subsidiaries of the Original Borrower
         which are not already Guarantors and which have received all or part of
         the cash (or its equivalent) and/or property, plant and equipment
         and/or benefit of a guarantee referred to herein, shall to the extent
         necessary to ensure that the aggregate of (i) the principal amount of
         all such cash (or its equivalent) which has not been repaid, (ii) the
         book value of all such property, plant and equipment and (iii) the
         maximum amount so guaranteed is in respect of members of the Group
         which are not


                                       38
<PAGE>   55

         Guarantors does not exceed euro 50,000,000, become an Acceding
         Guarantor by delivering to the Agent a Deed of Guarantor Accession,
         duly executed by such Subsidiary or Subsidiaries and the Original
         Borrower.

10.18.4  The Original Borrower shall procure that, at the same time as a Deed of
         Guarantor Accession is delivered to the Agent, there is delivered to
         the Agent all the applicable documents and evidence listed in part B of
         schedule 3, in respect of the relevant Subsidiary and the Original
         Borrower, in each case in form and substance satisfactory to the Agent,
         acting reasonably.

10.18.5  Delivery of a Deed of Guarantor Accession duly executed by an Acceding
         Guarantor and the Original Borrower constitutes confirmation by the
         relevant Acceding Guarantor and the Original Borrower that the
         representations and warranties set out in clause 11.1 and to be made by
         them on the date of the Deed of Guarantor Accession in accordance with
         clause 11.4 are correct, as if made by it with reference to the facts
         and circumstances then existing.

10.18.6  Each Acceding Guarantor, before entering into a Deed of Guarantor
         Accession, shall comply with all relevant legislation in its Relevant
         Jurisdiction(s), to the satisfaction of the Security Trustee, to ensure
         that its giving of, and performance under, the Guarantee is in
         compliance with all relevant provisions of such legislation and to
         ensure that its giving of, and performance under, the Guarantee is
         legal, valid and binding on such Acceding Guarantor subject to any
         general principles of law limiting its obligations which are
         specifically referred to in clause 10.1 hereof and in any legal opinion
         delivered pursuant to part A of schedule 3 in relation to the
         Guarantee.

10.18.7  Each Finance Party irrevocably authorises the Security Trustee to
         countersign each Deed of Guarantor Accession on its behalf without any
         further consent of, or consultation with, any of the Finance Parties.

10.18.8  On receipt by the Security Trustee of a Deed of Guarantor Accession
         duly executed by the Original Borrower and the Acceding Guarantor,
         together with the documents and evidence listed in part B of schedule 3
         applicable to such Acceding Guarantor and the Original Borrower in form
         and substance satisfactory to the Agent, such Acceding Guarantor shall
         become a Guarantor.

11       REPRESENTATIONS AND WARRANTIES

11.1     REPEATED REPRESENTATIONS AND WARRANTIES

         Each Obligor (other than the Immediate Shareholder) in respect of
         itself and its Subsidiaries, the Immediate Shareholder (in respect of
         itself only) and, as the case may be, the Ultimate Shareholder (in
         respect of itself only) represents and warrants to each of the Finance
         Parties that:

11.1.1   DUE INCORPORATION

         the Ultimate Shareholder, all the Obligors and the members of the Group
         are duly incorporated or formed and validly existing under the laws of
         their respective places of incorporation or formation and have power to
         carry on their respective businesses as they are now being conducted
         and to own their respective property and other assets;

11.1.2   CORPORATE POWER

         it has power to execute, deliver and perform its obligations under the
         Finance Documents to which it is party and, in the case of the
         Borrowers, to borrow under this Agreement; all necessary corporate,
         shareholder and other action has been, or in the case of clause 3.6
         will be, taken to authorise the execution, delivery and performance of
         the same and no limitation on its powers to borrow or on its powers to
         give guarantees will be exceeded as a result of utilisation of the
         Facility or as a result of the giving of the Guarantee;


                                       39
<PAGE>   56

11.1.3   BINDING OBLIGATIONS

         the Finance Documents to which it is a party, when executed and
         delivered by the relevant Obligor, will, subject to any general
         principles of law limiting its obligations which are specifically
         referred to in clause 10.1 hereof and in any legal opinion delivered
         pursuant to part A of schedule 3 in relation to the relevant Finance
         Document, with the exception of the Licence Securities, constitute
         valid and legally binding obligations of such Obligor enforceable in
         accordance with their respective terms;

11.1.4   NO CONFLICT WITH OTHER OBLIGATIONS

         the execution and delivery of, the performance of its obligations
         under, and compliance with the provisions of, the Finance Documents to
         which it is party will not (i) contravene in any material respect any
         existing applicable law, statute, rule or regulation generally
         applicable to transactions of this type or any judgment, decree or
         permit to which such Obligor is subject and aware of, (ii) conflict
         with in any material respect, or result in any material breach of any
         of the terms of, or constitute a material default under, any material
         agreement or other instrument to which such Obligor is a party or is
         subject or by which it or any of its property is bound, (iii)
         contravene or conflict with any provision of such Obligor's
         constitutive documents (iv) breach in any respect any term of the
         Licences, (iv) breach in any material respect any term of the Necessary
         Authorisations or (v) save for the Encumbrances granted to the Security
         Trustee pursuant to the Security Documents, result in the creation or
         imposition of or oblige any member of the Group to create any
         Encumbrance (other than a Permitted Encumbrance) on any member of the
         Group's undertakings, assets, rights or revenues;

11.1.5   NO FILINGS REQUIRED

         it is not necessary to ensure the legality, validity, enforceability or
         admissibility in evidence of any Finance Document, that it or any other
         instrument be notarised, filed, recorded, registered or enrolled in any
         court, public office or elsewhere in any Relevant Jurisdiction or that
         any stamp, registration or similar tax or charge be paid in any
         Relevant Jurisdiction on or in relation to any of the Finance Documents
         (or, if it is necessary to take such actions or make such payment, it
         has been done or will be done within the applicable time period for
         such action or payment or, if no such time period is specified, as soon
         as is practical) and the Finance Documents are in proper form for their
         enforcement in the courts of any Relevant Jurisdiction;

11.1.6   NO LITIGATION

         save as disclosed in schedule 10 and in the Immediate Shareholder's
         10-K for the year ending 31st December 1999 or in writing to Agent, no
         litigation, arbitration or administrative proceeding is to the
         knowledge of such Obligor taking place, pending or threatened against
         any member of the Group which would reasonably be likely to have a
         Material Adverse Effect;

11.1.7   FINANCIAL STATEMENTS CORRECT AND COMPLETE

         (a)   the audited consolidated financial statements of the Immediate
               Shareholder Group, in respect of the financial year ended on 31
               December 1999 as delivered to the Agent have been prepared in
               accordance with GAAP which principles have been consistently
               applied and present fairly and accurately the financial position
               of each of the Immediate Shareholder Group as at such date and
               the consolidated results of the operations of each of the
               Immediate Shareholder Group for the financial year ended on such
               date and, as at such date, no member of the Immediate Shareholder
               Group had any material liabilities (contingent or otherwise) or
               any losses which are not disclosed by, or reserved against or
               provided for in, such financial statements; and

         (b)   the unaudited Quarterly Management Accounts for each of the
               Immediate Shareholder Group and the Group in respect of the Three
               Month Period ended 31 March 2000 as delivered to the Agent have
               been prepared in accordance with GAAP whose principles

                                       40
<PAGE>   57

               have been consistently applied and present fairly and accurately
               the results of operations of each of the Immediate Shareholder
               Group and the Group for such Three Month Period as at such date;

11.1.8   NO MATERIAL ADVERSE CHANGE

         there has been no material adverse change in the consolidated financial
         position of the Immediate Shareholder Group, from that set forth in the
         financial statements referred to in clause 11.1.7(a);

11.1.9   TITLE TO ASSETS

         each member of the Group is the legal and/or beneficial owner of and
         has valid title to or valid leases or licences of all its material
         assets free and clear of any Encumbrance (other than Permitted
         Encumbrances) in respect of the interest of such member of the Group in
         such assets;

11.1.10  INTELLECTUAL PROPERTY RIGHTS

         (a)   the material Intellectual Property Rights owned by or licensed to
               each member of the Group are free from (i) any Encumbrance (save
               for Permitted Encumbrances) and (ii) any other rights or
               interests in favour of third parties which, in either case,
               relate to the interest of such member of the Group in such
               Intellectual Property Rights;

         (b)   the Intellectual Property Rights owned by or licensed to each
               member of the Group are all the Intellectual Property Rights
               required by them in order to carry on, maintain and operate in
               all material respects their respective businesses, properties and
               assets and no member of the Group in carrying on its business
               infringes any Intellectual Property Rights of any third party in
               any material respect; and

         (c)   no Intellectual Property Rights owned by any member of the Group
               are being infringed, nor is there any threatened infringement of
               any such Intellectual Property Rights which, in either case,
               would reasonably be likely to have a Material Adverse Effect;

11.1.11  PARI PASSU

         the obligations of the Obligors under this Agreement rank at least pari
         passu with all other present and future unsecured and unsubordinated
         Indebtedness of the Obligors other than any obligations which are
         mandatorily preferred by law and not by contract;

11.1.12  GUARANTOR COMPANIES

         (a)   each Subsidiary of the Original Borrower that on the last day of
               the most recently ended Three Month Period ending on a Quarter
               Day in respect of which Quarterly Management Accounts have been
               delivered to the Agent under this Agreement, was a Material
               Subsidiary, is a Guarantor; and

         (b)   each member of the Group which has received cash (or its
               equivalent) and/or property, plant and equipment from any other
               member of the Group and/or in respect of whose liabilities
               another member of the Group has issued a guarantee and which the
               Original Borrower is obliged to procure becomes a Guarantor
               pursuant to clause 10.18 has become a Guarantor.

11.2     FURTHER REPRESENTATIONS AND WARRANTIES

         Each Obligor (other than the Immediate Shareholder) in respect of
         itself and its Subsidiaries, the Immediate Shareholder (in respect of
         itself only) and, as the case may be, the Ultimate Shareholder (in
         respect of itself only) further represents and warrants to each of the
         Finance Parties that:


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<PAGE>   58

11.2.1   PRINCIPAL AGREEMENTS

         the Principal Agreements which have been entered into on or prior to
         the date of this Agreement are in full force and effect and there is no
         existing, pending or to the knowledge of such Obligor or threatened
         termination, suspension, revocation or cancellation thereof;

11.2.2   CONSENTS OBTAINED

         every consent, authorisation, licence or approval of, or registration
         with or declaration to, governmental or public bodies or authorities of
         courts (other than the Licences and the Necessary Authorisations and
         the consents referred to in clause 3.6 and except in the case of any
         such matters required in relation to the Security Documents which will
         be effected within the applicable time period for so doing) required by
         the Ultimate Shareholder or such Obligor (as the case may be) to
         authorise, or required by the Ultimate Shareholder or such Obligor (as
         the case may be) in connection with, the execution, delivery, validity,
         enforceability or admissibility in evidence of the Finance Documents or
         the performance by the Ultimate Shareholder or such Obligor (as the
         case may be) of its obligations under the Finance Documents has been
         obtained or made and is in full force and effect and there has been no
         material default in the observance of the conditions or restrictions
         (if any) imposed in, or in connection with, any of the same except any
         such consent, authorisation, licence, approval, registration or
         declaration in connection with the exercise of remedies and rights
         under the Security Documents which seek to take security over the
         Necessary Authorisations and Licences;

11.2.3   NO DEFAULT

         no Default has occurred which is continuing;

11.2.4   NO WITHHOLDING TAXES

         no Taxes are imposed by withholding or otherwise on any payment to be
         made to any Finance Party by any Obligor under any of the Finance
         Documents, or are imposed on or by virtue of the execution or delivery
         by any Obligor of this any of the Finance Documents or any document or
         instrument to be executed or delivered under any of the Finance
         Documents;

11.2.5   LICENCES

         save as set out in schedule 10, the Licences are in full force and
         effect and each member of the Group is in compliance in all material
         respects with all provisions thereof. To the best of its knowledge and
         belief, none of the Licences are the subject of any actual, pending or
         threatened attack or revocation save as set out in schedule 10;

11.2.6   NECESSARY AUTHORISATIONS

         subject to the provisions of clause 3.6, each member of the Group has
         obtained all material Necessary Authorisations, all such Necessary
         Authorisations are in full force and effect and each member of the
         Group is in compliance in all material respects with all provisions
         thereof. To the best of its knowledge and belief, none of the Necessary
         Authorisations are the subject of any actual, pending or threatened
         attack or revocation that would reasonably be likely to have a Material
         Adverse Effect;

11.2.7   TELECOMMUNICATIONS AND CABLE LAWS

         each member of the Group is in compliance in all material respects with
         all Telecommunications and Cable Laws;

11.2.8   SHARES

         all shares issued by each member of the Group have been validly issued;


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<PAGE>   59

11.2.9   ENVIRONMENTAL MATTERS

         (a)   each member of the Group is in compliance, in all respects, with
               all requirements of Environmental Laws except where failure to do
               so would not reasonably be likely to have a Material Adverse
               Effect;

         (b)   no Environmental Claim is, to the knowledge of any member of the
               Group, pending, threatened or existing, as at the date of this
               Agreement, which would reasonably be likely to have a Material
               Adverse Effect; and

         (c)   each member of the Group has obtained and maintains in full force
               and effect all Environmental Licences, and there are no facts and
               circumstances entitling any such Environmental Licences to be
               revoked, suspended, amended, varied, withdrawn or not renewed
               where such revocation, suspension, amendment, variation,
               withdrawal or non-renewal, would reasonably be likely to have a
               Material Adverse Effect; and

11.2.10  COPYRIGHT MATTERS

         no Obligor has any knowledge, nor is aware of any claim, that any
         member of the Group is or may be liable to any person for any copyright
         infringement of any nature whatsoever as a result of the operation of
         its business which liability would reasonably be likely to have a
         Material Adverse Effect.

11.2.11  CHOICE OF LAW

         the choice by the Obligors of English law to govern this Agreement and
         the submission by the Obligors to the non-exclusive jurisdiction of the
         High Court of Justice in England are valid and binding subject to any
         general principles regarding choice of law which are specifically
         referred to in any legal opinion delivered pursuant to part A of
         schedule 3 in relation to this Agreement;

11.2.12  TRANSFER AGREEMENTS AND CUSTOMER CONTRACT AGREEMENT

         (a)   all notice, consents and novation requirements required in order
               to validly assign or novate to (i) GTS Network all contracts
               referred to in the Transfer Agreements and (ii) to GTS Ireland
               all contracts in existence at the date hereof which were referred
               to in the Customer Contract Assignment, have been obtained and
               fulfilled; and

         (b)   the Immediate Shareholder's interest in all assets referred to in
               the Transfer Agreements has been validly leased or otherwise
               transferred to GTS Network; and

11.2.13  SECURITY DOCUMENTS

         (a)   each Obligor (other than the Immediate Shareholder) which is
               entitled to receive third party receivables (including without
               limitation, payments from customers), equal to or in excess of
               $5,000,000 has entered into, or will prior to the first
               Utilisation in accordance with the requirements of clause 3.1,
               enter into an Irish Debenture or a Pledge over Group Accounts and
               a Pledge over Third Party Receivables;

         (b)   each Obligor (other than the Immediate Shareholder) which has
               made any intercompany loan to any member of the Group has entered
               into, or will prior to the first Utilisation in accordance with
               the requirements of clause 3.1, enter into an Irish Debenture or
               a Pledge over Group Accounts and a Pledge over Intercompany
               Receivables; and

         (c)   (i) each Obligor (other than the Immediate Shareholder) which
               owns any property, plant and equipment which has a net book value
               equal to or in excess of $7,500,000 has entered into, or will
               prior to the first Utilisation in accordance with the
               requirements of clause 3.1, enter into a PPE Security and (ii)
               each Obligor which owns property, plant and equipment in
               aggregate equal to or in excess of $25,000,000 has entered into a


                                       43
<PAGE>   60
               PPE Security in respect of each individual item of plant,
               property and equipment which has a net book value equal to or in
               excess of $2,500,000.

11.3     REPETITION

         The representations and warranties in clause 11.1, (so that (a) the
         representation and warranty in clause 11.1.7(a) shall for this purpose
         refer to the then latest audited consolidated financial statements of
         the Immediate Shareholder Group and, commencing with the financial year
         ending 31 December 2000, the Group, delivered to the Agent under clause
         12.1, (b) the representation and warranty in clause 11.1.7(b) shall for
         this purpose refer to the then latest Quarterly Management Accounts of
         the Immediate Shareholder Group and the Group delivered to the Agent
         under clause 12.1, and (c) the representation and warranty in clause
         11.1.8 shall for this purpose refer to the latest audited financial
         statements of the Immediate Shareholder Group and, commencing with the
         financial year ending 31 December 2000, the Group, delivered to the
         Agent under clause 12.1) shall be deemed to be repeated by the Obligors
         and the Ultimate Shareholder on and as of each Utilisation Date and the
         last day of each Interest Period as if made with reference to the facts
         and circumstances existing on each such day.

11.4     ACCEDING GUARANTORS AND ACCEDING BORROWERS

         In the case of a Subsidiary of the Original Borrower which becomes a
         party to this Agreement after the date of this Agreement, the
         representations and warranties in clauses 11.1 to 11.1.5 (inclusive),
         11.1.9, 11.1.10, 11.1.11, 11.2.2, 11.2.3 and 11.2.4 shall be deemed to
         be repeated by the Original Borrower and that Obligor on the date that
         such Obligor executes a Deed of Guarantor Accession, a Belgian Deed of
         Guarantor Accession or a Deed of Borrower Accession (as the case may
         be) as if made with reference to the facts and circumstances existing
         on such date.

12       UNDERTAKINGS

12.1     POSITIVE COVENANTS

         Each Obligor, in respect of itself and its Subsidiaries, undertakes
         with each of the Finance Parties that, from the date of this Agreement
         and so long as any moneys are owing under this Agreement (actually or
         contingently) or remain available for utilisation by the Borrowers, it
         will:

12.1.1   NOTICE OF DEFAULT, AND OTHER EVENTS

         procure that the Agent is promptly informed of (in the case of (a) to
         (e) inclusive) or provided with a copy of (in the case of (f) to (i)
         inclusive):

         (a)   any Default forthwith upon becoming aware thereof and will from
               time to time, if so requested by the Agent, confirm to the Agent
               in writing that, save as otherwise stated in such confirmation,
               no Default has occurred and is continuing;

         (b)   any lapse, suspension or termination of, or refusal by any person
               to renew or extend, any Licence or any material breach of any
               Licence;

         (c)   (to the extent known to any member of the Group) the commencement
               of all proceedings and investigations by or before any
               governmental body and all actions and proceedings in any court or
               before any arbitrator where any such proceedings, investigations
               or actions would be reasonably likely to have a Material Adverse
               Effect;

         (d)   any material breach of any Telecommunications and Cable Laws by
               any member of the Group;

         (e)   any material litigation, arbitration or administrative
               proceedings being commenced (or threatened) against any member of
               the Group;

                                       44
<PAGE>   61

         (f)   any material breach, or threatened breach or repudiation, of any
               Principal Agreement by any party thereto;

         (g)   each agreement entered into by way of replacement of a Principal
               Agreement after the date of this Agreement;

         (h)   any material report, notice or other communication relating to
               the Principal Agreements or the Licences (other than any such
               report, notice or communication the disclosure of which would
               breach a confidentiality undertaking or lead to loss of attorney
               client privilege);

         (i)   copies of such financial and other reports and documents relating
               to any member of the Group and their respective affairs as the
               Agent or any Bank (acting through the Agent) may from time to
               time reasonably require (other than any such report, notice or
               communication the disclosure of which would breach a
               confidentiality undertaking or lead to loss of attorney client
               privilege);

12.1.2   CONSENTS AND LICENCES

         without prejudice to clauses 3 and 11.1, obtain or cause to be
         obtained, maintain in full force and effect and comply in all material
         respects with the conditions and restrictions (if any) imposed in, or
         in connection with, every consent, authorisation, licence or approval
         of governmental or public bodies or authorities or courts (other than
         Licences, Necessary Authorisations and the consents referred to in
         clause 3.6) required by any Obligor and/or the Immediate Shareholder to
         execute and deliver the Finance Documents and do, or cause to be done,
         all other acts and things which may from time to time be necessary or
         desirable under applicable law for the continued due performance of all
         the obligations of the Obligors and the Immediate Shareholder under the
         Finance Documents;

12.1.3   USE OF PROCEEDS

         use the proceeds of Utilisations exclusively for the purposes specified
         in clause 1.1;

12.1.4   PARI PASSU

         ensure that its obligations under this Agreement shall, without
         prejudice to the provisions of clause 12.2 or the security intended to
         be created pursuant to the Security Documents, at all times rank at
         least pari passu with all its other present and future unsecured and
         unsubordinated Indebtedness with the exception of any obligations which
         are mandatorily preferred by law and not by contract;

12.1.5   GROUP BUSINESS

         (in the case of each member of the Group) engage in the Group Business
         and in no other activities;

12.1.6   FINANCIAL STATEMENTS

         (in the case of the Original Borrower) procure the preparation of
         annual audited:

         (a)   consolidated financial statements of the Immediate Shareholder
               Group; and

         (b)   commencing with the financial year ending 31 December 2000,
               consolidated financial statements of the Group;

         each in accordance with GAAP and cause such financial statements to be
         reported on by its auditors and deliver to the Agent sufficient copies
         of the same for distribution to all of the Banks as soon as practicable
         but not later than 120 days after the end of the financial year to
         which they relate; and

                                       45
<PAGE>   62

12.1.7   QUARTERLY MANAGEMENT ACCOUNTS

         (in the case of the Original Borrower) procure in respect of each month
         commencing with the month ending 31 March 2001, the preparation of
         unaudited Quarterly Management Accounts in respect of the Three Month
         Period ending on the last day of such month for each of the Immediate
         Shareholder Group and the Group (in the case of the Group showing the
         Golden Telecom Group and the Central European Group separately) and
         deliver sufficient copies of the same to the Agent for distribution to
         all of the Banks as soon as practicable but not later than 45 days, in
         respect of the Three Month Period ending 31 March 2001, or 30 days,
         otherwise, after the end of the Three Month Period to which they
         relate;

12.1.8   CHANGE IN BASIS OF ACCOUNTS

         (in the case of the Original Borrower) ensure that all annual
         statements delivered under clause 12.1.6 are prepared in accordance
         with the accounting principles and practices used in the preparation of
         the financial statements referred to in clause 11.1.7(a) (the "ORIGINAL
         BASIS") consistently applied in respect of each financial year unless
         to do so would be inconsistent with the then current GAAP (the "NEW
         BASIS"). If the preparation of annual financial statements on the
         Original Basis is contrary to the New Basis then the Original Borrower
         shall promptly notify the Agent in writing of the relevant change and
         prepare and deliver to the Agent audited annual financial statements on
         the New Basis, in the opinion of the Agent, acting reasonably, such
         adjustments would affect the calculation of any amount used to
         determine compliance or otherwise with the covenants contained in
         clause 13.1 and/or the margin pursuant to clause 6.2 then, at its
         option, the Original Borrower shall either (i) deliver to the Agent
         with the relevant audited financial statements an unaudited
         reconciliation statement prepared by the Original Borrower (a
         "RECONCILIATION STATEMENT") showing those adjustments necessary in
         order to reconcile the financial statements produced on the New Basis
         to the Original Basis or (ii) request the Agent to enter into good
         faith negotiations for such amendments (if any) as are necessary to the
         covenants contained in clause 13.1 and/or the provisions of clauses 4.1
         and 6.2 and any other provisions of this Agreement affected by such
         change, in which event the Agent will enter into such negotiations for
         a period of not more than 28 days. If agreement is reached between the
         Original Borrower and the Agent (acting on the instructions of the
         Majority Banks) within such period as to the amendment of any such
         covenants or provisions, then the parties hereto will enter into such
         documentation and take such other steps as are required to put such
         amendments into effect following which the Original Borrower shall then
         be obliged to procure the preparation and delivery to the Agent of
         audited financial statements on the New Basis only. If no such
         agreement is reached then the Original Borrower shall be obliged to
         procure the preparation and delivery to the Agent of audited financial
         statements on the New Basis accompanied by, if required, a
         Reconciliation Statement.

         The Original Borrower shall ensure that Quarterly Management Accounts
         are prepared on the basis of the same accounting principles and
         practices as used in the audited consolidated financial statements,
         save as contemplated in the agreed forms of Quarterly Management
         Accounts. Accordingly, where the Original Borrower is under an
         obligation to deliver financial statements under clause 12.1.6 on the
         New Basis but accompanied, if applicable, by a Reconciliation
         Statement, Quarterly Management Accounts shall also be delivered on the
         New Basis but accompanied, if applicable, by a Reconciliation
         Statement.

         All annual financial statements, Quarterly Management Accounts and
         Reconciliation Statements delivered pursuant to this clause 12.1.8
         shall be delivered within the relevant time period set out in clause
         12.1.6 or 12.1.7.

         If any financial information is produced on the New Basis, but
         accompanied by a Reconciliation Statement for the purposes of this
         Agreement all calculations made under this Agreement by reference to
         such financial information shall be determined on the New Basis as
         amended by the Reconciliation Statement;


                                       46
<PAGE>   63

12.1.9   DELIVERY OF REPORTS

         deliver to the Agent sufficient copies for distribution to all of the
         Banks of each of the following documents, in each case promptly
         following issue thereof or (in the case of the Compliance Certificates
         and Accountants Reports referred to in (b) below) within the same
         period that the Quarterly Management Accounts or annual audited
         financial statements in respect of the financial period to which such
         Compliance Certificate or Accountants Report (as the case may be)
         relates are required to be delivered under clause 12.1.6 or clause
         12.1.7 respectively:

         (a)   every material document issued by any member of the Ultimate
               Shareholder Group to the holders of their publicly traded debt;

         (b)   (in the case of the Original Borrower only) an Accountants Report
               from the auditors of the Immediate Shareholder Group in respect
               of each financial year and a Compliance Certificate from an
               Authorised Officer of the Original Borrower in respect of each
               month commencing with the month ending 31 March 2001;

         (c)   an Annual Budget for each financial year for each of the Group
               and the Group no later than the last day of February in such
               financial year; and

         (d)   every document or announcement issued by the Ultimate Shareholder
               to its shareholders generally or made available by the Ultimate
               Shareholder to the public where any such document or announcement
               relates to the financial position or prospects of the Ultimate
               Shareholder (including, without limitation, reports on forms 10-Q
               and 10-K as and when delivered to the United States Securities
               and Exchange Commission);

12.1.10  FINANCIAL YEAR END

         maintain a financial year end of 31 December for each member of the
         Immediate Shareholder Group save with the prior written consent of the
         Majority Banks;

12.1.11  AUTHORISED OFFICERS

         ensure that any new or replacement Authorised Officer has provided the
         Agent with evidence satisfactory to it of his authority and a specimen
         of his or her signature(s) prior to his signing any Compliance
         Certificates, Utilisation Notices, or any other notices, requests or
         confirmations referred to in this Agreement or relating to the
         Facility;

12.1.12  AUDITORS

         ensure that, at all times, Ernst & Young is appointed as auditor of
         each member of the Immediate Shareholder Group and not change such
         appointment without appointing a major accounting firm of recognised
         international standing and repute;

12.1.13  INSURANCE

         (i) insure and keep insured, and will procure that each of its
         Subsidiaries insures and keeps insured, all its properties and assets,
         (ii) maintain, and procure that each of its Subsidiaries maintains,
         business interruption insurance and (iii) maintain, and procure that
         each of its Subsidiaries maintains, third party liability insurance, in
         each case with underwriters or insurance companies of repute to such
         extent and against such risks as prudent companies, engaged in
         businesses similar to those of the Group, normally insure and produce
         to the Agent on request copies of all insurance policies from time to
         time effected by it and each of its Subsidiaries together with evidence
         of the payment of all premiums then due under such policies;

12.1.14  INSPECTION


                                       47
<PAGE>   64

         if required by the Agent (acting on the instructions of the Majority
         Banks), at any time whilst a Default is continuing, permit, to the
         extent it is able to do so, representatives of the Agent upon
         reasonable prior written notice to (i) visit and inspect the properties
         of any member of the Group during normal business hours, (ii) inspect
         and make extracts from and copies of its books and records other than
         records which the relevant member of the Group is prohibited by law
         from disclosing to the Agent and/or any relevant Bank and (iii) discuss
         with its principal officers and auditors its business, assets,
         liabilities, financial position, results of operations and business
         prospects;

12.1.15  COMPLIANCE WITH LAWS AND REGULATIONS

         (i) comply and procure that its Subsidiaries comply in all material
         respects with the terms and conditions of all Licences and
         Telecommunications and Cable Laws applicable to it or any of its
         Subsidiaries, and (ii) comply and procure that its Subsidiaries comply
         in all respects with all other laws, regulations agreements, licences
         and concessions (including the Necessary Authorisations, the
         Environmental Licences and Environmental Laws) applicable to it or any
         of its Subsidiaries except where non-compliance would not reasonably be
         likely to have a Material Adverse Effect;

12.1.16  TAXES

         file or cause to be filed all tax returns required to be filed in all
         jurisdictions in which it or any of its Subsidiaries is situated or
         carries on business or is otherwise subject to Taxation and will pay or
         cause to be paid all Taxes shown to be due and payable on such returns
         or any assessments made against it or any of its Subsidiaries within
         the period stipulated for such payment save for those being contested
         in good faith by appropriate proceedings in circumstances where the
         relevant member of the Group can lawfully withhold payment and as to
         which adequate reserves are being maintained by the Group;

12.1.17  LICENCES

         (a)   obtain or cause to be obtained in the name of any Obligor other
               than the Immediate Shareholder (unless such Licence is required
               for the business of the Central European Group and the Central
               European Group is part of the Group, in which event it may be
               obtained in the name of a member of the Central European Group),
               every Licence for which application is made after the date of
               this Agreement (other than in respect of the Golden Telecom
               Group);

         (b)   (i) ensure that none of the Licences held by any member of the
               Group (other than the Golden Telecom Group) are revoked,
               cancelled, suspended, withdrawn, terminated or expire and are not
               renewed or otherwise cease to be in full force and effect without
               a new one being put in place with an Obligor (or, if the original
               Licence was held by a member of the Central European Group and
               the Central European Group is part of the Group, a member of the
               Central European Group) on substantially identical terms or on
               terms that are not materially less beneficial to the Group unless
               such Licence is no longer required under all applicable laws; and
               (ii) ensure that none of the Licences (other than the Licences of
               the Golden Telecom Group) are modified in any material respect
               (other than modification to the same on terms that are not
               materially less beneficial to the Group or required by the
               relevant governmental or public body or authority or court in the
               relevant jurisdiction) and that no member of the Group (other
               than the Golden Telecom Group) commits any material default in
               the observance of the conditions or restrictions (if any) imposed
               in, or in connection with, any of the same unless such default is
               in respect of a matter which the relevant member of the Group is
               disputing in good faith by appropriate proceedings and as to
               which adequate reserves are being maintained by the Group and
               pending resolution of such dispute the Group can continue to
               operate under the relevant Licence;

         (c)   (in the case of the Original Borrower), procure that following
               the issue of a new Licence to an Obligor other than GTS Network
               or GTS Ireland, such Obligor which has obtained a Licence in its
               name, shall to the fullest extent permitted by applicable law
               enter into a

                                       48
<PAGE>   65

               Licence Security in form and substance satisfactory to the Agent,
               acting reasonably and provide the Agent with such other documents
               as it may reasonably require as to the power and authority of the
               Obligor to enter into such Licence Security;

12.1.18  NECESSARY AUTHORISATIONS

         (a)   obtain or cause to be obtained in the name of any Obligor other
               than the Immediate Shareholder (unless such Necessary
               Authorisation is required for the business of the Central
               European Group and the Central European Group is part of the
               Group, in which event it may be obtained in the name of a member
               of the Central European Group), every Necessary Authorisation for
               which application is made after the date of this Agreement (other
               than in respect of the Golden Telecom Group);

         (b)   (i) ensure that none of the Necessary Authorisations held by any
               member of the Group (other than the Golden Telecom Group) are
               revoked, cancelled, suspended, withdrawn, terminated or expire
               and are not renewed or otherwise cease to be in full force and
               effect without a new one being put in place with an Obligor (or,
               if the original Necessary Authorisation was held by a member of
               the Central European Group and the Central European Group is part
               of the Group, a member of the Central European Group) on
               substantially identical terms or on terms that are not materially
               less beneficial to the Group unless such Necessary Authorisations
               is no longer required under all applicable laws and (ii) ensure
               that none of the Necessary Authorisations (other than the
               Necessary Authorisations of the Golden Telecom Group) are
               modified in any respect (other than modification to the same on
               terms that are not materially less beneficial to the Group or
               required by the relevant governmental or public body or authority
               or court in the relevant jurisdiction) and that no member of the
               Group (other than the Necessary Authorisations of the Golden
               Telecom Group) commits any default in the observance of the
               conditions or restrictions (if any imposed) in, or in connection
               with, any of the same if, in the case of any of the matters set
               out in paragraphs (i) and (ii) above such matter would be
               reasonably likely to have a Material Adverse Effect;

12.1.19  SUBORDINATION OF SHAREHOLDER FUNDING

         (in the case of the Original Borrower) procure that prior to any
         Relevant Person (other than the Immediate Shareholder) making any
         Borrowed Money available to any member of the Group, such Relevant
         Person shall enter into a Subordination Deed, an Assignment of
         Shareholder Loans and a Security Provider's Deed of Accession and
         provide the Agent with such documents and evidence as it may reasonably
         require as to the power and authority of the Relevant Person to enter
         into such Subordination Deed, Assignment of Shareholder Loans and
         Security Provider's Deed of Accession and that the same constitute
         valid and legally binding obligations of such Relevant Person
         enforceable in accordance with its terms subject to any qualifications
         set out in the legal opinions referred to in part A of schedule 3 which
         are applicable to the relevant Security Document;

12.1.20  OBLIGOR GROUP

         that at all times each of the total assets, revenues and Net Operating
         Cash Flow of the Obligors which are members of the Group (taken
         together) is not less than 90 per cent. of the consolidated total
         assets, consolidated revenues and Consolidated Net Operating Cash Flow
         respectively of the Group (other than the Golden Telecom Group). For
         the purposes of this clause 12.1.20 the revenues and Net Operating Cash
         Flow of the Group or any Obligor shall be determined by reference to
         the most recently ended Twelve Month Period ending on a Quarter Day in
         respect of which Quarterly Management Accounts have been delivered to
         the Agent under this Agreement and total assets of the Group or any
         Obligor shall be determined as at such Quarter Day by reference to such
         Quarterly Management Accounts. In determining compliance with the
         undertaking contained in this clause 12.1.20 following any acquisition
         by a member of the Group the consolidated revenues and Consolidated Net
         Operating Cash Flow of the Group shall be adjusted to take account of
         the revenues and Net Operating Cash Flow attributable to the
         acquisition in respect of the Twelve Month Period

                                       49
<PAGE>   66

         ending on such Quarter Day and the consolidated total assets of the
         Group shall be adjusted to take account of the total assets
         attributable to such acquisition as at such Quarter Day;

12.1.21  PRINCIPAL AGREEMENTS

         procure that all Principal Agreements entered into after the date of
         this Agreement by a member of the Group (other than the Golden Telecom
         Group and the Central European Group) are entered into by an Obligor;

12.1.22  SECURITY

         (a)   each Obligor who has entered into a Security Document shall at
               its own expense take all such action as the Security Trustee may
               reasonably require (to the extent legally possible and
               commercially practicable) for the purpose of perfecting or
               protecting the Security Trustee's rights under and preserving the
               security interests intended to be created or evidenced by any of
               the Security Documents and following the making of any
               declaration pursuant to clause 14.2 for facilitating the
               realisation of any such security or any part thereof.

         (a)   (in the case of the Original Borrower) procure either, in the
               case of an Obligor, within 60 days of each Quarter Day (or within
               45 days of each Quarter Day commencing 30 September 2001) or, in
               the case of a member of the Group which is obliged pursuant to
               clause 10.18.1 or clause 10.18.2 to become or which will become
               pursuant to clause 10.18.3 an Obligor, within the relevant period
               set out in clause 10.18;

               (i)  any Obligor (or other member of the Group which is obliged
                    pursuant to clause 10.18.1 or clause 10.18.2 to become, or
                    which will become pursuant to clause 10.18.3, an Obligor)
                    which was entitled to receive third party receivables equal
                    to or in excess of $5,000,000 at any time during the
                    relevant Three Month Period ending on a Quarter Day
                    (determined by reference to the relevant Quarterly
                    Management Accounts) or, in the case of a Material
                    Subsidiary to which clause 10.18.1 applies, at any time
                    prior to it becoming an Acceding Guarantor, shall enter into
                    a Pledge over Group Accounts and a Pledge of Third Party
                    Receivables;

               (i)  (A) any Obligor (or other member of the Group which is
                    obliged pursuant to clause 10.18.1 or clause 10.18.2 to
                    become, or which will become pursuant to clause 10.18.3, an
                    Obligor) which acquires any property, plant and equipment
                    with an individual net book asset value equal to or in
                    excess of $7,500,000 at any time during the relevant Three
                    Month Period ending on a Quarter Day (determined by
                    reference to the relevant Quarterly Management Accounts) or,
                    in the case of a Material Subsidiary to which clause 10.18.1
                    applies, owns any such asset, shall enter into a PPE
                    Security and (B) any Obligor (or any other member of the
                    Group which is obliged pursuant to clause 10.18.1 or clause
                    10.18.2 to become or which will become pursuant to clause
                    10.18.3, an Obligor) which has property, plant and equipment
                    which has an aggregate net book value equal to or in excess
                    of $25,000,000 at any time during the relevant Three Month
                    Period ending on a Quarter Day (determined as at such
                    Quarter Day by reference to the relevant Quarterly
                    Management Accounts), or in the case of a Material
                    Subsidiary to which clause 10.18.1 applies, owns any such
                    asset, shall enter into a PPE Security in respect of each
                    individual item of property, plant and equipment which has a
                    net book value in excess of $2,500,000;

               (ii) any member of the Group (other than the Original Borrower,
                    GTS Ireland, the Golden Telecom Group and the Central
                    European Group) which makes any intercompany loans shall
                    enter into a Pledge over Group Accounts and a Pledge over
                    Intercompany Receivables;

         (in the case of (b) above) the Original Borrower shall procure that
         each Obligor shall also enter into a Security Providers Deed of
         Accession and provide the Agent with such documents and


                                       50
<PAGE>   67

         evidence as it may reasonably require as to the power and authority of
         such Obligor to enter into the relevant Security Documents and a
         Security Provider's Deed of Accession and that the same constitutes
         valid and legally binding obligations of such Obligor enforceable in
         accordance with its terms subject to any qualifications set out in the
         legal opinions referred to in part A of schedule 3 which are applicable
         to the relevant Security Document;

12.1.23  IMMOVABLE ASSETS SUBJECT TO THE TRANSFER AGREEMENT

         in the event that any of the assets referred to in the Transfer
         Agreement are stated to have been leased (rather than transferred) take
         all reasonable steps required to transfer title to such assets to GTS
         Network within 3 months of the date of this Agreement; and

12.1.24  ACCOUNTS WITH DEUTSCHE BANK AG LONDON

         ensure that all cash (or cash equivalent) credit balances of any member
         of the Group (other than the Golden Telecom Group and the Central
         European Group) are maintained in accounts of an Obligor with Deutsche
         Bank AG London, save for (i) the Permitted Cash Balances and (ii) other
         gross cash balances of both the Group (other than the Golden Telecom
         Group and the Central European Group) and the Ultimate Shareholder (to
         the extent not subject to a charge with Deutsche Bank AG London) not
         exceeding euro 7,500,000 in aggregate.

12.2      NEGATIVE COVENANTS

         Each Obligor (other than the Immediate Shareholder in respect of
         clauses 12.2.2, 12.2.4, 12.2.5, 12.2.6, 12.2.7, 12.2.8, 12.2.9,
         12.2.10, 12.2.11 and 12.2.12) in respect of itself and its Subsidiaries
         undertakes with each of the Finance Parties that, from the date of this
         Agreement and so long as any moneys are owing under this Agreement
         (actually or contingently) or remain available for utilisation by the
         Borrowers, without the prior written consent of the Agent acting on the
         instructions of the Majority Banks:

12.2.1    NEGATIVE PLEDGE

         it will not permit any Encumbrance (other than the Permitted
         Encumbrances) by any member of the Group (other than the Golden Telecom
         Group) to subsist, arise or be created or extended over all or any part
         of their respective present or future undertakings, assets, rights or
         revenues to secure or prefer any present or future Indebtedness of any
         member of the Group or any other person;

12.2.2   NO MERGER

         it will not merge or consolidate with any other company or person and
         it will procure that no member of the Group merges or consolidates with
         any other company or person save for (i) any merger or consolidation
         undertaken in accordance with the conditions set out in clause 12.1.8,
         and/or (ii) mergers between any member of the Group with any or all of
         the other members of the Group, other than the Golden Telecom Group or
         the Central European Group, ("ORIGINAL ENTITIES") into one or more
         entities (each a "MERGED ENTITY") provided that in each case:

         (a)   reasonable details of the proposed merger in order to demonstrate
               satisfaction with clauses (b) to (d) below are provided to the
               Agent at least 10 days before the merger is to be consummated;

         (b)   such Merged Entity is a member of the Group and is liable for the
               obligations of the relevant Original Entities (including the
               obligations under the Finance Documents) which remains unaffected
               thereby and entitled to the benefit of all the rights of such
               Original Entities;

         (c)   such Merged Entity has entered into Security Documents which
               provided security over the same assets of at least an equivalent
               nature and ranking to the security provided by

                                       51
<PAGE>   68

               the relevant Original Entities pursuant to any Security Documents
               entered into by them and any possibility of the Security
               Documents referred to in this clause 12.2.2(c) or clause
               12.2.2(d) below being challenged or set aside is not greater than
               any such possibility in relation to the Security Documents
               entered into by or in respect of the share capital of any
               relevant Original Entity;

         (d)   (if all or any part of the share capital of the relevant Original
               Entities was charged pursuant to a Security Document) the
               equivalent part of the share capital of such Merged Entity is
               charged pursuant to a Security Document on terms of at least an
               equivalent nature and equivalent ranking as any Security Document
               relating to the shares in each relevant Original Entity;

         (e)   that all the property and other assets of the relevant Original
               Entities are vested in the Merged Entity and that the Merged
               Entity has assumed all the rights and obligations of the relevant
               Original Entities under the Principal Agreements, the Licences
               and all Necessary Authorisations and/or replacements have been
               entered into by or issued in favour of the Merged Entity;

12.2.3   DISPOSALS

         save for Permitted Disposals and, in the case of the Immediate
         Shareholder, the transfers contemplated by clause 3.6 and any other
         transfer of assets from the Immediate Shareholder to the Group, it will
         not and will procure that no other member of the Group will sell,
         transfer, lend or otherwise dispose of or cease to exercise direct
         control over any part of its present or future undertaking, assets,
         rights or revenues whether by one or a series of transactions related
         or not, including by way of de-merger;

12.2.4   INTRA-GROUP ACCOUNTS

         it will not subordinate, assign, postpone, defer or otherwise dispose
         of any Indebtedness owing to it by any member of the Group and will
         procure that no member of the Group (other than the Golden Telecom
         Group) will subordinate, assign, postpone or defer or otherwise dispose
         of, any Indebtedness owing to it by any other member of the Group save
         as required pursuant to this Agreement

12.2.5   BORROWED MONEY

         it will not and will procure that no member of the Group (other than
         the Golden Telecom Group) will create, assume, incur or otherwise
         permit to be outstanding any Borrowed Money (other than Permitted
         Borrowings);

12.2.6   GUARANTEES

         it will not and will procure that no member of the Group (other than
         the Golden Telecom Group) will incur any obligations or assume any
         liability under any guarantee other than Permitted Guarantees;

12.2.7   REDUCTION OF SHARE CAPITAL/ISSUE OF SHARES

         (a)   other than (subject to the terms of the Security Documents) any
               such reduction, purchase or redemption resulting in any dividend
               or distribution either (i) to any member of the Group, (ii) to
               the Immediate Shareholder, it will not and will procure that no
               member of the Group will reduce its capital or purchase or redeem
               any class of its shares; and

         (b)   it will not issue, and will procure that no member of the Group
               issues, any shares of any class other than in accordance with
               clause 12.2.2 provided that any member of the Group may issue
               shares to any other member of the Group and the Original Borrower
               may issue shares to the Immediate Shareholder so long as (if any
               of the existing shares in the relevant member of the Group are
               charged or pledged pursuant to any Security

                                       52
<PAGE>   69

               Document) such shares are contemporaneously with the issue
               thereof charged or pledged pursuant to the terms of a Security
               Document and there are delivered at the same time to the Security
               Trustee the relevant share certificates and blank stock transfer
               forms (or equivalent documents) in respect thereof together with
               such other documents and evidence and legal opinions as the Agent
               may reasonably require as to the power and authority of the
               relevant chargor to enter into such Security Document and that
               the same constitutes valid and legally binding obligations of
               such chargor enforceable in accordance with its terms subject (to
               the extent applicable) to the qualifications in the legal
               opinions referred to in part A of schedule 3;

12.2.8   ACQUISITIONS

         it will not and will procure that no member of the Group (other than
         the Golden Telecom Group) will enter into any joint venture or
         partnership arrangements, makes any acquisition of shares of or other
         ownership interests in any person or acquires all or a substantial part
         of the assets, property or business of any other person or any other
         person or any assets that constitute a division or operating unit of
         the business of any other person (other than Permitted Acquisitions or
         an acquisition of assets in the ordinary course of business from a
         supplier or a Subsidiary of a supplier for the purposes of the Group
         Business);

12.2.9   LOANS

         it will not and will procure that no other member of the Group (other
         than the Golden Telecom Group) will make any loan or advance to, or
         enter into any transaction having the effect of lending money with, any
         person (including the acquisition of any document evidencing Borrowed
         Money, loan stock or other debt securities) other than (i) loans from
         members of the Group to the Immediate Shareholder or the Ultimate
         Shareholder to the extent that the same constitute Permitted Payments,
         (ii) normal trade credit in the ordinary course of day to day trading
         with payment terms not exceeding 120 days, (iii) loans from a member of
         the Group to another member of the Group (other than to a member of the
         Golden Telecom Group or the Central European Group, with the exception
         of Permitted Central European Group Transactions) and (iv) loans and
         advances to employees in the ordinary course of business not to exceed
         $3,000,000 in the aggregate at any time outstanding;

12.2.10  CAPITAL EXPENDITURE

         it will not and will procure that no other member of the Group will
         incur any capital expenditure other than in relation to the Group
         Business;

12.2.11  DERIVATIVES CONTRACTS

         it will not and will procure that no other member of the Group will
         enter into any interest rate or currency swaps or other hedging
         arrangement for speculative purposes or otherwise other than (i)
         interest rate hedging directly relating to liabilities incurred in
         relation to the Group Business; (ii) interest rate hedging directly
         relating to the risk management of any Borrowed Money of the Group
         (other than the Shareholder Loans); and (iii) currency hedging of
         foreign exchange liabilities or assets of the Group on a transactional
         basis (which, for the avoidance of doubt, shall not include any hedging
         of the High Yield Securities or any intercompany loans from the
         Ultimate Shareholder or the Immediate Shareholder to any member of the
         Group);

12.2.12  RESTRICTED PAYMENTS

         it will not and will procure that no other member of the Group will
         make any Restricted Payments other than Permitted Payments;

12.2.13  TRANSACTIONS WITH RELEVANT PERSONS

         without prejudice to clause 12.2.12, procure that no member of the
         Group enters into any contractual or other arrangements with a Relevant
         Person providing for the payment of


                                       53
<PAGE>   70

         consideration by or to a Relevant Person other than (i) Permitted
         Payments, (ii) as expressly permitted under the Supplemental Agreement
         and (iii) on terms that (other than in the case of Golden Telecom if
         Golden Telecom continues to be a Relevant Person following the sale of
         shares in Golden Telecom pursuant to the Golden Telecom Sale and
         Purchase Agreement) the consideration payable to the relevant member of
         the Group is pre-funded by the payment of cash to the Original Borrower
         to the credit of an account with Deutsche Bank AG London and otherwise
         (including in the case of Golden Telecom) on bona fide arms length
         commercial terms in the ordinary course of trading;

12.2.14  TRANSACTIONS WITH ESPRIT

         it will procure that no member of the Group enters into any contractual
         or other arrangements with Esprit other than (i) the contribution of
         the Business Services Assets pursuant to the consent contained in the
         Supplement Agreement and (ii) on bona fide arm's length terms in the
         ordinary course of trading (including no more than 60 days payment
         terms) and in any event provided that (a) in respect of the period
         prior to 1 January 2002 the consideration payable to the Group for such
         transactions (other than in respect of the contribution of the Business
         Services Assets) does not exceed euro 20,000,000 and is pre-funded by
         the payment of cash to the Original Borrower to the credit of an
         account with Deutsche Bank AG (London) which is the subject of a Pledge
         over Group Accounts and (b) in respect of the period commencing 1
         January 2002, the aggregate amount due and payable by Esprit to the
         members of the Group at no time exceeds euro 5,000,000 in aggregate;
         and

12.2.15  TRANSACTIONS WITH GOLDEN TELECOM GROUP AND CENTRAL EUROPEAN GROUP

         it will procure that no member of the Group which is not a member of
         the Golden Telecom Group or the Central European Group respectively,
         enters into a transactions with a member of the Golden Telecom Group or
         the Central European Group (save for Permitted Central European Group
         Transactions and the acquisition by the new company referred to in
         clause 4.12 of the Supplemental Agreement of the Central European
         Group) other than on bona fide arms length commercial terms in the
         ordinary course of trading, in particular but without prejudice to the
         generality of the foregoing it will ensure that no such member of the
         Group lends money to, guarantees the liabilities of, disposes of assets
         to, mergers with or give more than 60 days payment terms to any member
         of the Golden Telecom Group or the Central European Group.

13       FINANCIAL COVENANTS

13.1     FINANCIAL COVENANTS

         The Original Borrower undertakes with each of the Finance Parties, from
         the date of this Agreement and so long as any moneys are owing under
         this Agreement (actually or contingently) or remain available for
         utilisation by the Borrowers:

13.1.1   MINIMUM CONSOLIDATED REVENUES

         to ensure that in respect of each Three Month Period set out in column
         (1) Consolidated Revenues of the Group after having adjusted the
         Consolidated Revenues of the Group in respect of such Three Month
         Period as follows:

         (a)      excluding the Consolidated Revenues of the Golden Telecom
                  Group or revenues attributable to the Business Services Assets
                  (to the extent that the same is consolidated into the
                  Consolidated Revenues of the Group);

         (b)      including the revenues attributable to the Acquired Assets in
                  respect of the period from 1 January 2001;


                                       54
<PAGE>   71

         (c)      including, in respect of any Three Month Period ending prior
                  to its disposal, the Consolidated Revenues of the Central
                  European Group in respect of the period from 1 January 2001
                  until their disposal by the Group;

         (d)      having made the adjustments in (a), (b) and (c) above,
                  deducting any revenues attributable to dark fibre asset sales
                  in excess of (i) euro 3,000,000 in any month in 2001 or (ii)
                  euro 4,000,000 in any Three Month Period in 2001, or (iii)
                  euro 10,000,000 in aggregate in 2001, and completely
                  thereafter, or to the sale of all or part of the Golden
                  Telecom Group, the Central European Group, or the Business
                  Services Assets;

       shall not be less than the amount set out against such Three Month Period
       in column (2) below, if the entire Central European Group was not
       disposed of prior to the beginning of such Three Month Period or, column
       3 below, otherwise:
<TABLE>
<CAPTION>



                    THREE MONTH PERIOD                              MINIMUM CONSOLIDATED REVENUES
                  ------------------------                       ----------------------------------
                                                                             (euro M)
                            (1)                                    (2)                          (3)
                           -----                                 ------                     ---------
<S>                                                             <C>                          <C>
      January to March 2001                                       88.39                        70.02
      February to April 2001                                      88.97                        69.98
      March to May 2001                                           90.99                        71.10
      April to June 2001                                          93.92                        73.01
      May to July 2001                                            98.00                        76.21
      June to August 2001                                        103.38                        80.86
      July to September 2001                                     109.64                        86.11
      August to October 2001                                     115.05                        90.25
      September to November 2001                                 120.44                        94.32
      October to December 2001                                   125.50                        98.40
      November 2001 to January 2002                              130.09                       102.27
      December 2001 to February 2002                             134.78                       106.51
      January to March 2002                                      140.03                       111.76
      April to June 2002                                         149.97                       121.70
      July to September 2002                                     168.81                       140.54
      October to December 2002                                   185.87                       157.60
      January to March 2003                                      216.15                       187.88
</TABLE>


13.1.2   MINIMUM CONSOLIDATED NET OPERATING CASH FLOW

         to ensure that in respect of each Three Month Period set out in column
         (1) below, the amount of Consolidated Net Operating Cash Flow for the
         Group after having adjusted the Consolidated Net Operating Cash Flow of
         the Group in respect of such Three Month Period as follows:

         (a)   excluding the Consolidated Net Operating Cash Flow of the Golden
               Telecom Group or attributable to the Business Services Assets (to
               the extent that the same is consolidated into the Consolidated
               Net Operating Cash Flow of the Group);

         (b)   including the Consolidated Net Operating Cash Flow attributable
               to the Acquired Assets in respect of the period from 1 January
               2001;

                                       55
<PAGE>   72

         (c)  including, in respect of any Three Month Period ending prior to
               its disposal, the Consolidated Net Operating Cash Flow of the
               Central European Group in respect of the period from 1 January
               2001 up to a maximum amount of euro 2,000,000 in respect of any
               month;

         (d)   having made the adjustments in (a), (b) and (c) above, deducting
               any Consolidated Net Operating Cash Flow of the Group
               attributable to dark fibre asset sales in excess of (i) euro
               2,000,000 in any month in 2001 or (ii) euro 3,000,000 in any
               Three Month Period in 2001 or (iii) euro 7,700,000 in aggregate
               in 2001, and completely thereafter, or to the sale of all or part
               of the Golden Telecom Group, the Central European Group, or the
               Business Services Assets;

         shall be not less than the amount set out against such period in column
         (2) below, if the entire Central European Group was not disposed of
         prior to the beginning of such Three Month Period or, column (3) below,
         otherwise:

<TABLE>
<CAPTION>


                    THREE MONTH PERIOD                       MINIMUM CONSOLIDATED NET OPERATING CASH FLOW
                   -------------------                      ----------------------------------------------
                                                                                 (euro M)
                            (1)                                    (2)                          (3)
                           -----                                  -----                        -----
<S>                                                              <C>                          <C>
      January to March 2001                                       19.56                        17.85
      February to April 2001                                      17.88                        16.15
      March to May 2001                                           17.98                        15.98
      April to June 2001                                          18.18                        15.73
      May to July 2001                                            19.98                        17.17
      June to August 2001                                         22.19                        19.13
      July to September 2001                                      24.47                        21.25
      August to October 2001                                      27.52                        23.89
      September to November 2001                                  31.09                        26.95
      October to December 2001                                    34.55                        30.01
      November 2001 to January 2002                               37.49                        32.68
      December 2001 to February 2002                              40.12                        35.23
      January to March 2002                                       43.24                        38.34
      April to June 2002                                          51.15                        46.25
      July to September 2002                                      60.09                        55.19
      October to December 2002                                    75.11                        70.21
      January to March 2003                                       89.12                        84.23
</TABLE>

13.1.3   MAXIMUM CUMULATIVE CONSOLIDATED CAPITAL EXPENDITURE

         to ensure that in respect of the period commencing on 1 January 2001
         and ending on the last day of the month set out in column (1) below the
         amount of Consolidated Capital Expenditure for the Group after having
         adjusted the cumulative Consolidated Capital Expenditure of the Group
         in respect of the relevant period as follows:

         (a)   excluding the Consolidated Capital Expenditure attributable to
               the Golden Telecom Group and capital expenditure attributable to
               the Business Services Assets (to the extent that the same is
               consolidated into the Consolidated Capital Expenditure of the
               Group);

                                       56
<PAGE>   73

         (b)   including the capital expenditure attributable to the Acquired
               Assets in respect of the period from 1 January 2001;

         (c)   including, in respect of any Three Month Period ending prior to
               its disposal, the Consolidated Capital Expenditure of the Central
               European Group in respect of the period from 1 January 2001;

         (d)   having made the adjustments in (a), (b) and (c) above, adding or
               subtracting any increase or decrease (respectively) in capital
               expenditure payable since 31 December 2000;

         shall not exceed the amount set out against such month in column (2)
         below, if the entire Central European Group was not disposed or prior
         to the beginning of such Three Month Period or, column (3) below,
         otherwise:
<TABLE>
<CAPTION>



                    THREE MONTH PERIOD                   MAXIMUM CUMULATIVE CONSOLIDATED CAPITAL EXPENDITURE
                   --------------------                 -----------------------------------------------------
                                                                                 (euro M)
                            (1)                                    (2)                          (3)
                           -----                                  -------                      -------
<S>                                                                <C>                          <C>
        March 2001                                                  79.20                        70.20
        April 2001                                                 106.60                        94.80
        May 2001                                                   132.00                       117.40
        June 2001                                                  157.40                       140.00
        July 2001                                                  181.00                       160.80
        August 2001                                                204.40                       181.40
        September 2001                                             226.80                       201.00
        October 2001                                               245.20                       216.60
        November 2001                                              263.60                       232.20
        December 2001                                              282.80                       247.80
        January 2002                                               298.87                       259.67
        February 2002                                              31.575                       271.55
        March 2002                                                 332.62                       283.42
        June 2002                                                  379.43                       315.23
        September 2002                                             424.99                       345.79
        December 2002                                              483.49                       389.29
        March 2003                                                 533.49                       424.29
</TABLE>

13.2     CURE

13.2.1   If in respect of any Three Month Period the Consolidated Net Operating
         Cash Flow of the Group (adjusted as set out in clause 13.1.2) is less
         than the amount set out in clause 13.1.2 but not less than 0.75/0.85
         multiplied by the amount set out in clause 13.1.2 there shall be deemed
         not to have been a breach of clause 13.1.2.

13.2.2   If in respect of any Three Month Period subsequent to a previous Three
         Month Period to which clause 13.2.1 applies the Consolidated Net
         Operating Cash Flow of the Group (adjusted as set out in clause 13.1.2)
         is less than the amount set out in clause 13.1.2 but the amount of such
         shortfall plus the shortfall in respect of the Three Month Period to
         which clause 13.2.1 applied is less than aggregate amount by which the
         Consolidated Net


                                       57
<PAGE>   74

         Operating Cash Flow of the Group (adjusted as set out in clause 13.1.2)
         in respect of the period since 1 January 2001, has exceeded the
         projected amount for such period set out in the Agreed Base Case there
         shall be deemed not to have been a breach of clause 13.1.2.

13.2.3   Clauses 13.2.1 and 13.2.2 may each apply in respect of one Three Month
         Period only.

13.3     AUDITORS' CERTIFICATE

         If at any time the Majority Banks do not consider that any figure set
         out in any Compliance Certificate issued by any Authorised Officer is
         correct, they shall be entitled within 30 days of the date of the
         delivery of such Compliance Certificate to the Agent pursuant to clause
         12.1 to call for a certificate from the Original Borrower's auditors as
         to such figure. For such purposes the Original Borrower's auditors
         shall act as independent experts and not as arbitrators and every such
         certificate shall be addressed to the Agent (on behalf of the Banks)
         and be at the expense of the Original Borrower (unless the certificate
         so provided by the Original Borrower's conditions shows the figures set
         out in the Compliance Certificate are in fact correct in which case the
         such certificate shall be at the expenses of the Banks). The Majority
         Banks may only call for one such certificate in any four consecutive
         Three Month Periods ending on a Quarter Day unless the relevant figure
         set out in any Compliance Certificates provided by an Authorised
         Officer in respect of any Three Month Period ending on a Quarter Day in
         such four consecutive Three Month Periods ending on a Quarter Day is
         incorrect in which case such limitation shall not apply. If the
         Majority Banks call for such a certificate all calculations under this
         Agreement by reference to the relevant figure shall (a) until the
         Original Borrower's auditors deliver the relevant certificate under
         this clause 13.3 be made by reference to the figure set out in the
         relevant Compliance Certificate delivered to the Agent under this
         Agreement and (b) following the delivery by the Original Borrower's
         auditors of a certificate under this clause 13.3 be made by reference
         to such certificate and the Original Borrower undertakes forthwith to
         take all action including, without limited, the repayment of all or
         part of the Facility so as to procure that all action taken on the
         basis of the relevant Compliance Certificate which on the basis of such
         auditors' certificate would not have been permitted is reversed.

14       EVENTS OF DEFAULT

14.1     EVENTS OF DEFAULT

         Each of the events and circumstances set out below is an Event of
         Default (whether or not caused by any reason outside the control of an
         Obligor):

14.1.1   NON-PAYMENT:

         any Borrower fails to pay (i) any principal due and payable under this
         Agreement on the due date or (ii) any interest or any other sum
         hereunder after 5 days when the same shall become due and payable and,
         in each such case, in the currency and in the manner stipulated in this
         Agreement; or

14.1.2   BREACH OF CERTAIN OBLIGATIONS

         any Obligor commits any breach of or omits to observe any of the
         obligations or undertakings expressed to be assumed by it under clauses
         10.18.2, 10.18.3, 12.1.6, 12.1.7, 12.1.8, 12.1.9(c), 12.1.16, 12.1.24
         and 12.2 or clause 13.1; or

14.1.3   BREACH OF OTHER OBLIGATIONS

         any Obligor or any GTS Creditor commits any breach of or omits to
         observe any of the obligations or undertakings expressed to be assumed
         by it under any Finance Document to which it is a party (other than
         failure to pay any sum when due or any breach of the undertakings
         referred to in clause 14.1.2) and, in respect of any such breach or
         omission which is capable of remedy, such action as the Agent may
         reasonably require shall not have been taken within 30 days of the
         Agent notifying the relevant Obligor or the relevant GTS Creditor (as
         the case may be) of such default and of such required action; or

                                       58
<PAGE>   75

14.1.4   MISREPRESENTATION

         any representation or warranty made or deemed to be made or repeated by
         or in respect of any Obligor or any GTS Creditor or any other member of
         the Group in or pursuant to any Finance Document or in any notice,
         certificate or statement referred to in or delivered under any Finance
         Document is or proves to have been incorrect or misleading in any
         material respect; or

14.1.5   SECURITY DOCUMENTS

         any Security Document is not or ceases to be effective in any material
         respect or any GTS Creditor or any member of the Group (or any
         liquidator, administrator, administrative or other receiver or similar
         officer) shall bring proceedings to challenge, the prior status of the
         charges created by (in the case of a Subordination Deed, the
         subordination effected by) the Security Documents or the validity or
         enforceability of the Security Documents (other than, in each case, any
         Licence Security); or

14.1.6   CROSS-DEFAULT

         (i) any Borrowed Money of any member of the Immediate Shareholder Group
         is not paid when due or (ii) any Borrowed Money of any member of the
         Immediate Shareholder Group becomes (whether by declaration validly
         made or automatically in accordance with the relevant agreement or
         instrument constituting the same) due and payable prior to the date
         when it would otherwise have become due or (iii) any creditor of any
         member of the Immediate Shareholder Group becomes entitled to declare
         any Borrowed Money of any member of the Immediate Shareholder Group so
         due and payable or to require cash collateralisation or security for
         any such Borrowed Money or (iv) any facilities or commitment available
         to any member of the Immediate Shareholder Group relating to Borrowed
         Money is withdrawn, suspended or cancelled, and the amount, or
         aggregate amount at any one time, of all Borrowed Money in relation to
         which any of the foregoing events shall have occurred and be continuing
         is equal to or greater than $15,000,000 or its equivalent in the
         currency in which the same is denominated and payable; or

14.1.7   LEGAL PROCESS

         any judgment or order for an amount of at least $10,000,000 (or its
         equivalent) is made against any member of the Group and is not stayed,
         complied with or discharged within 14 days or a creditor attaches or
         takes possession of, or any distress, execution, attachment,
         sequestration or other process arising out of any claim by any third
         party is levied or enforced upon, or sued out against, all or any
         material part of the undertakings, assets, rights or revenues of any
         member of the Group and is not discharged within 14 days; or

14.1.8   INSOLVENCY

         any Obligor is, or is deemed for the purpose of any law applicable to
         it to be, unable to pay its debts generally as they fall due or to be
         insolvent or admits its inability generally to pay its debts as they
         fall due or suspends making payments on all or any class of its debts
         or announces an intention to do so or declares a moratorium in respect
         of its Indebtedness generally and, more particularly: (i) with respect
         to any Obligor incorporated in Belgium, any such Obligor is declared
         bankrupt under the Bankruptcy Act of 8 August 1997 of Belgium (or any
         replacement enactment therefor which is enacted after the date of this
         Agreement) or is otherwise subject to the proceeding provided in
         Section 8 of that Bankruptcy Act or takes any step to or otherwise
         enters into composition proceedings under the Composition Act of 17
         July 1997 of Belgium (or any replacement enactment therefor which is
         enacted after the date of this Agreement); or (ii) with respect to any
         Obligor incorporated in the Netherlands, and such Obligor is declared
         bankrupt (in staat van faillissement verklaard) or enters into a
         primary or definitive moratorium (in voorlopige of definitieve
         surseance van betaling gaan) pursuant to the Dutch Bankruptcy Act
         (Faillisementswet); or


                                       59
<PAGE>   76

14.1.9   WINDING UP

         any petition is presented and is not discharged within 14 days or other
         step is taken by any Obligor for the purpose of the winding up of such
         company (not being a petition or step which can be demonstrated to the
         satisfaction of the Agent by providing an opinion of leading lawyers in
         the relevant jurisdiction is frivolous, vexatious or an abuse of the
         process of the court) or an order is made or resolution passed for the
         winding up of any Obligor or a notice is issued convening a meeting for
         the purpose of passing any such resolution other than for the purposes
         of a voluntary amalgamation or reconstruction previously approved in
         writing by the Agent acting on the instructions of the Majority Banks
         (acting reasonably); or

14.1.10  ADMINISTRATION/EXAMINATION

         any petition is presented or resolution passed for the appointment of
         an administrator or an examiner of or to any Obligor and, in the case
         of an administrator only, any such petition is not withdrawn or shown
         to be frivolous and vexatious to the reasonable satisfaction of the
         Agent not less than two Banking Days before the first date fixed for
         hearing of such petition or an administration order, or an order to
         appoint an examiner is made in relation to any Obligor; or

14.1.11  APPOINTMENT OF RECEIVERS AND MANAGERS

         any administrative or other receiver is appointed of any Obligor or any
         material part of their respective assets and/or undertakings or any
         other steps are taken to enforce any Encumbrance over all or any
         material part of the assets of any Obligor and is not discharged within
         14 days; or

14.1.12  COMPOSITIONS

         any steps are taken, by any Obligor with a view to proposing any kind
         of composition, compromise or arrangement involving such company and
         its creditors generally; or

14.1.13  ANALOGOUS PROCEEDINGS

         there occurs, in relation to any Obligor, in any country or territory
         in which any of them carries on business or to the jurisdiction of
         whose courts any part of their respective assets is subject, any event
         which corresponds with, or have an effect equivalent or similar to, any
         of those mentioned in clauses 14.1.7 to 14.1.12 (inclusive), or any
         Obligor otherwise becomes the subject, in any such country or
         territory, of insolvency, bankruptcy or liquidation proceedings or any
         such proceedings are commenced against any Obligor and not discharged
         within the equivalent periods mentioned in clauses 14.1.7 to 14.1.12;
         or

14.1.14  CESSATION OF GROUP BUSINESS

         the Group suspends or ceases to carry on in any material respect the
         Group Business; or

14.1.15  SEIZURE

         all or a material part of the undertakings, assets, rights or revenues
         of, or shares or other ownership interests in, any member of the Group
         are seized, nationalised, expropriated or compulsorily acquired by or
         under the authority of any government; or

14.1.16  PRINCIPAL AGREEMENTS

         any Principal Agreement is terminated, suspended, revoked or cancelled
         or otherwise ceases to be in full force and effect unless such
         Principal Agreement is replaced by a fibre lease agreement or
         agreements or capacity contract or contracts (which are accounted for
         as capital leases in accordance with GAAP) or alternative arrangements
         (including providing own build network or wireless transmission), in
         each case, providing sufficient alternative capacity on terms that are
         not materially less beneficial to the Group or (as the case may be) the
         Immediate


                                       60
<PAGE>   77

         Shareholder than the predecessor Principal Agreement, within 60 days of
         such Principal Agreement being so terminated, suspended, revoked,
         cancelled or ceasing to be in full force and effect, or the Original
         Borrower has failed to demonstrate to the reasonable satisfaction of
         the Majority Banks that such event would not materially adversely
         affect the operations of the Group; or

14.1.17  UNLAWFULNESS

         it becomes unlawful at any time for any Obligor or any GTS Creditor to
         perform any of its material obligations under any Finance Document to
         which it is a party or any of the material obligations of any Obligor
         or any GTS Creditor under any of the Finance Documents to which it is a
         party becomes unenforceable in any way or there ceases to be security
         over any material relevant property or assets of the relevant Obligor
         (or, in the case of a Subordination Deed, any payment due from a member
         of the Group to a GTS Creditor, is not or ceases to be subordinated to
         the amounts owing under this Agreement) as intended to be created by
         the Security Documents; or

14.1.18  TELECOMMUNICATIONS AND CABLE LAWS

         any member of the Group fails to comply with any term or condition of
         Telecommunications and Cable Law where such non-compliance would
         reasonably be likely to have a Material Adverse Effect or a material
         adverse effect on the Group Business or financial condition of the
         Group taken as a whole; or

14.1.19  REPUDIATION

         any Obligor or any GTS Creditor repudiates any Finance Document to
         which it is a party or threatens in writing to repudiate any Finance
         Document to which it is a party; or

14.1.20  MATERIAL EVENTS

         any guarantee is issued pursuant to paragraph (f) of the definition of
         Permitted Guarantees and the Majority Banks consider that an Obligor
         may not be able to perform all or any of its obligations under the
         Finance Documents or any other event occurs or circumstances arise
         which in the opinion of the Majority Banks (acting reasonably) would
         reasonably be likely to have a Material Adverse Effect; or

14.1.21  CHANGE OF CONTROL

         the Immediate Shareholder ceases directly to own or the Ultimate
         Shareholder ceases indirectly to own that part of the issued share
         capital of the Original Borrower representing more than 50 per cent. of
         the voting and economic interest in the Original Borrower; for the
         purposes of this clause 14.1.21, the Ultimate Shareholder's indirect
         interest in the Original Borrower shall be calculated by multiplying
         the percentage ownership interest in each company through which it owns
         its interest in the Original Borrower by the percentage ownership
         interest of the Immediate Shareholder in the Original Borrower; or

14.1.22  REGULATORY COMPLIANCE

         (i) any Licence is terminated, cancelled or revoked (before a new one
         is put in place with an Obligor (other than the Immediate Shareholder)
         on substantially identical terms or on terms that are not materially
         less beneficial to the Group unless such Licence is no longer required
         under all applicable laws) or (ii) the relevant authorities notify the
         member of the Group in writing that any Licence will be terminated,
         cancelled or revoked unless the relevant member of the Group is
         disputing such notice in good faith by all appropriate proceedings and
         demonstrates to the reasonable satisfaction of the Majority Banks that
         it has a good case and pending resolution of such dispute the Group can
         continue to operate under such Licence, provided that if any such
         notification to terminate, cancel or revoke any Licence is made subject
         to the relevant member of the Group's compliance with any conditions it
         shall

                                       61
<PAGE>   78

         be an Event of Default only if the Majority Banks determine that the
         relevant member of the Group will not be able to satisfy such
         conditions within any applicable time periods; or

14.2     ACCELERATION

         The Agent may with the consent of the Majority Banks and if so
         requested by the Majority Banks shall, without prejudice to any other
         rights of the Banks, at any time after the happening of an Event of
         Default and so long as the same is continuing, unremedied or unwaived
         by notice to the Original Borrower declare that:

14.2.1   the obligation of each Bank to make its Commitment available shall be
         terminated, whereupon the Total Commitments shall be reduced to zero
         forthwith; and/or

14.2.2   all or any outstanding Advances and all or any interest and commitment
         commission accrued and all or any other sums payable under this
         Agreement have become immediately due and payable or have become due
         and payable on demand, whereupon the same shall, immediately or in
         accordance with the terms of such notice, become so due and payable;
         and/or

14.2.3   the Security Documents (or any of them) have become enforceable
         whereupon the same shall become enforceable.

         On or at any time after the making of any such declaration, the Agent
         shall be entitled, to the exclusion of the Original Borrower (and
         without prejudice to clause 6.3), to select the duration of each period
         for the calculation of interest in relation to any outstanding Advances
         or other sums payable under this Agreement.

14.3     DEMAND BASIS

         If, pursuant to clause 14.2.2, the Agent declares the outstanding
         principal amount of all or any of the Advances to be due and payable on
         demand then the Agent may (and, if so instructed by the Majority Banks,
         shall) at any time by written notice to the Original Borrower (a) call
         for repayment of the outstanding principal amount of all or any of the
         Advances on such date as may be specified in such notice whereupon the
         Advances shall become due and payable on the date so specified together
         with all interest and commitment commission accrued and all other sums
         payable under this Agreement or (b) withdraw such declaration with
         effect from the date specified in such notice.

15       INDEMNITIES

15.1     MISCELLANEOUS INDEMNITIES

         The Original Borrower shall on demand indemnify each Finance Party,
         without prejudice to any of their other rights under the Finance
         Documents, against any loss (including loss of Margin) or expense which
         such Finance Party shall certify in such demand as sustained or
         incurred by it as a consequence of:

15.1.1   any default in payment by any Obligor or any GTS Creditor of any sum
         under any Finance Document when due;

15.1.2   the occurrence of any other Event of Default;

15.1.3   other than as a result of a mandatory prepayment pursuant to clause
         7.6, any repayment of all or part of any Advance or the Loan being made
         otherwise than its Maturity Date or the last day of an Interest Period
         relative thereto respectively; or

15.1.4   any Utilisation not being made or issued for any reason (excluding any
         default by any Finance Party) after a Utilisation Notice has been
         given,

                                       62
<PAGE>   79

         including, in any such case, but not limited to, any loss or expense
         sustained or incurred by such Finance Party in maintaining or funding
         all or any part of its Contribution or in liquidating or re-employing
         deposits from third parties acquired or contracted for to fund all or
         any part of its Contribution or any other amount owing to such Finance
         Party.

15.2     CURRENCY OF ACCOUNT; CURRENCY INDEMNITY

         No payment by any Obligor under this Agreement which is made in a
         currency other than the currency ("Contractual Currency") in which such
         payment is required to be made pursuant to this Agreement shall
         discharge the obligation in respect of which it is made except to the
         extent of the net proceeds in the Contractual Currency received by the
         Agent upon the sale of the currency so received, after taking into
         account any costs of exchange in connection with such sale. For the
         avoidance of doubt, Finance Parties shall not be obliged to accept any
         such payment in a currency other than the Contractual Currency nor
         shall the Finance Parties be liable to any Obligor for any loss or
         alleged loss arising from fluctuations in exchange rates between the
         date on which such payment is so received by the Agent and the date on
         which the Agent effects such sale, as to which the Agent shall (as
         against the relevant Obligor) have an absolute discretion. If any sum
         due from any Obligor under this Agreement or any order or judgment
         given or made in relation to this Agreement is required to be converted
         from the Contractual Currency or the currency in which the same is
         payable under such order or judgment (the "first currency") into
         another currency (the "second currency") for the purpose of (a) making
         or filing a claim or proof against the relevant Obligor, (b) obtaining
         an order or judgment in any court or other tribunal or (c) enforcing
         any order or judgement given or made in relation to this Agreement, the
         relevant Obligor shall indemnify and hold harmless the Finance Parties
         from and against any loss suffered as a result of any difference
         between (i) the rate of exchange used for such purpose to convert the
         sum in question from the first currency into the second currency and
         (ii) the rate or rates of exchange at which the relevant Finance Party
         may in the ordinary course of business purchase the first currency with
         the second currency upon receipt of a sum paid to it in satisfaction,
         in whole or in part, of any such order, judgment, claim or proof. Any
         amount due from any Obligor under the indemnity contained in this
         clause 15.2 shall be due as a separate debt and shall not be affected
         by judgment being obtained for any other sums due under or in respect
         of this Agreement and the term "rate of exchange" includes any costs of
         exchange payable in connection with the purchase of the first currency
         with the second currency.

15.3     ESCB RESERVE REQUIREMENTS

         The Original Borrower agrees to indemnify on demand each Bank against
         any cost or loss suffered by it as a result of complying with the
         reserve requirements of the European System of Central Banks to the
         extent such requirements relate to its participation in the Facility
         and are not recoverable by such Bank under clause 16.2.

16       UNLAWFULNESS AND INCREASED COSTS; MITIGATION

16.1     UNLAWFULNESS

         If it becomes contrary to any law or regulation for any Bank to
         maintain its Commitment or fund its Contribution such Bank shall
         promptly, through the Agent, notify the Original Borrower whereupon (a)
         such Bank's Commitment shall be reduced to zero and the Total
         Commitments and each figure set out in clause 4.1.1 shall be adjusted
         accordingly and (b) the Borrowers shall be obliged to repay to such
         Bank's Contribution either (i) forthwith or (ii) on a future specified
         date not being earlier than the latest date permitted by the relevant
         law or regulation. Any prepayment pursuant to this clause 16.1 shall be
         made together with all accrued interest, any additional amount payable
         under clauses 9.5 or 16.2 and all other amounts payable to the relevant
         Bank under this Agreement, including accrued commitment commission
         payable under clause 8.1.3 and any amounts payable under clauses 6.3
         and 15.1.


                                       63
<PAGE>   80

16.2     INCREASED COSTS

         If the result of any change in, or in the interpretation or application
         of, or the introduction of, any law or any regulation, request or
         requirement following the date of this Agreement (whether or not having
         the force of law, but, if not having the force of law, with which the
         relevant Bank or, as the case may be, its holding company habitually
         complies), including (without limitation) those relating to Taxation,
         capital adequacy, liquidity, reserve assets, cash ratio deposits and
         special deposits, is to:

16.2.1   subject any Bank to Taxes or change the basis of Taxation of any Bank
         with respect to any payment under this Agreement (other than Tax on
         Overall Net Income, of such Bank imposed by the jurisdiction in which
         such Bank's principal or lending office under this Agreement is
         located); and/or

16.2.2   increase the cost to, or impose an additional cost on, any Bank or its
         holding company in making or keeping available all or part of such
         Bank's Commitment or maintaining or funding all or part of such Bank's
         Contribution; and/or

16.2.3   reduce the amount payable or the effective return to any Bank under
         this Agreement; and/or

16.2.4   reduce any Bank's or its holding company's rate of return on its
         overall capital by reason of a change in the manner in which it is
         required to allocate capital resources to such Bank's obligations under
         this Agreement; and/or

16.2.5   require any Bank or its holding company to make a payment or forgo a
         return calculated by reference to or on any amount received or
         receivable by such Bank under this Agreement; and/or

16.2.6   require any Bank or its holding company to incur or sustain a loss
         (including a loss of future potential profits) by reason of being
         obliged to deduct all or part of such Bank's Commitment or Contribution
         from its capital for regulatory purposes,

         then and in each such case (but subject to clause 16.3):

         (a)   such Bank (as the case may be) shall notify the Original Borrower
               through the Agent in writing of such event promptly upon its
               becoming aware of the same; and

         (b)   the Original Borrower shall on demand, (whether or not such
               Bank's Contribution has been repaid), pay to the Agent for the
               account of such Bank the amount which such Bank specifies (in a
               certificate signed by a duly authorised officer of the Bank
               setting forth the basis of the computation of such amount but not
               including any matters which such Bank or its holding company
               reasonably regards as confidential) is required to compensate
               such Bank and/or its holding company for such liability to Taxes,
               increased or additional cost, reduction, payment, forgone return
               or loss.

         For the purposes of this clause 16.2 and clauses 16.3 and 16.4 "holding
         company" means, in relation to a Bank, the company or entity (if any)
         within the consolidated supervision of which such Bank is included.

16.3     EXCEPTIONS

         Nothing in clause 16.2 shall entitle any Bank to receive any amount in
         respect of compensation for any such liability to Taxes, increased or
         additional cost, reduction, payment, forgone return or loss to the
         extent that the same:

16.3.1   is taken into account in calculating the Additional Cost; or

16.3.2   is the subject of an additional payment under clause 9.5 (or would have
         been the subject of an additional payment under such clause but for one
         or more of the reasons contained in clause 9.6); or

                                       64
<PAGE>   81

16.3.3   arises as a consequence of (or of any law or regulation implementing)
         (i) the proposals for international convergence of capital measurement
         and capital standards published by the Basle Committee on Banking
         Regulations and Supervisory Practices in June 1999 and/or (ii) any
         applicable directive of the European Union (in each case) unless it
         results from any change in, or in the interpretation or application of,
         such proposals or any such applicable directive (or any law or
         regulation implementing the same) occurring after the date of this
         Agreement; or

16.3.4   arises as a result of a breach by such Bank of any regulation, request
         or requirement (which either (i) is in existence at the date of this
         Agreement or (ii) which comes into effect after the date of this
         Agreement and with which such Bank would have complied if such
         regulation, request or requirement was in effect on the date of this
         Agreement) of any applicable central bank or other fiscal, monetary or
         other authority (whether or not having the force of law).

         For the purposes of clause 16.3.3 the term "applicable directive" means
         (exclusively) each of the Own Funds Directive (89/299/EEC of 17th April
         1989) and the Solvency Ratio Directive (89/647/EEC of 18th December
         1989).

16.4     MITIGATION

         If circumstances arise which would, or would upon the giving of notice,
         result in:

16.4.1   the application of clause 6.6. in relation to any Bank;

16.4.2   any Obligor being required to make an increased payment to any Bank;

16.4.3   the reduction of any Bank's Commitment to zero or the Borrowers being
         required to repay any Bank's Contribution pursuant to clause 16.1; or

16.4.4   any Borrower being required to make a payment to any Bank to compensate
         such Bank or its holding company for a liability to Taxes, increased or
         additional cost, reduction, payment, forgone return or loss pursuant to
         clause 16.2;

         then, without in any way limiting, reducing or otherwise qualifying the
         obligations of the Obligors under clause 9 and this clause 16, such
         Bank shall, in consultation with the Agent, endeavour to take such
         reasonable steps (and/or, in the case of clause 16.2.2 and where the
         increased or additional cost, reduction, payment, forgone return or
         loss is that of its holding company, endeavour to procure that its
         holding company takes such reasonable steps) as are open to it (or, as
         the case may be, its holding company) to mitigate or remove such
         circumstances (including (in the case of such Bank) the transfer of its
         rights and obligations under this Agreement to another bank or
         financial institution acceptable to the Original Borrower) unless the
         taking of such steps might in the reasonable opinion of such Bank, be
         prejudicial to such Bank, or, as the case may be, its holding company)
         or be in conflict with such Bank's (or, as the case may be, its holding
         company's) general banking policies or involve such Bank (or, as the
         case may be, its holding company) in any material expense or any
         material increased administrative burden.

16.5     REPLACEMENT OF BANKS

         If at any time, any Bank becomes a Non-Funding Bank then the Original
         Borrower may, on 10 Banking Days' prior written notice to the Agent and
         such Bank, replace such Bank by causing such Bank to (and such Bank
         shall) assign and transfer all of its rights and obligations under this
         Agreement to a Bank or other entity selected by the Original Borrower
         and acceptable to the Agent for a purchase price equal to such Bank's
         Contribution and all accrued interest, fees and other amounts payable
         to it under this Agreement provided that:

         (a)   the Original Borrower shall have no right to replace the Agent;

         (b)   neither the Agent nor any Bank shall have any obligation to the
               Original Borrower to find a replacement Bank or other such
               entity;


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         (c)   in no event shall the Bank hereby replaced be required to pay or
               surrender to such replacement Bank or other entity any of the
               fees received by such Bank hereby replaced pursuant to this
               Agreement; and

         (d)   the Original Borrower's right to replace a Non-Funding Bank is,
               and shall be, in addition to and not in lieu of all other rights
               and remedies available to the Borrowers against such Non-Funding
               Bank under this Agreement, at law, in equity or by statute.

         For the purposes of this clause 16.5:

         "NON-FUNDING BANK" means any Bank:

         (a)   to whom the Original Borrower is obliged to pay any sum pursuant
               to clause 16.2 or 9.5; or

         (e)   in respect of which it becomes contrary to any law or regulation
               for it to contribute to Advances or to maintain its Commitment or
               fund its Contribution pursuant to clause 16.1.

17       SET-OFF AND PRO RATA PAYMENTS

17.1     SET-OFF

         Following an Event of Default which is continuing, each Obligor
         authorises each Finance Party to apply any credit balance to which such
         Obligor is then entitled on any account of such Obligor with such
         Finance Party at any of its branches in or towards satisfaction of any
         sum then due and payable from such Obligor to such Finance Party under
         this Agreement. For this purpose each Finance Party is authorised to
         purchase with the moneys standing to the credit of such account such
         other currencies as may be necessary to effect such application. No
         Finance Party shall be obliged to exercise any right given to it by
         this clause 17.1. Each Finance Party shall notify the Agent and the
         relevant Obligor (giving full details) forthwith upon the exercise or
         purported exercise of any right of set-off and the Agent shall inform
         the other Finance Parties.

17.2     PRO RATA PAYMENTS

17.2.1      If at any time any Finance Party (the "RECOVERING BANK") receives or
            recovers any amount owing to it by any Obligor under this Agreement
            by direct payment, set-off or in any manner other than by payment
            through the Agent pursuant to clause 9.1 or 9.10 (not being a
            payment received from a Transferee in such Bank's Contribution or
            any other payment of an amount due to the Recovering Bank for its
            sole account pursuant to clauses 8, 9.5, 15.1, 15.2, 16.1 or 16.2),
            the Recovering Bank shall, within two Banking Days of such receipt
            or recovery (a "RELEVANT RECEIPT") notify the Agent of the amount of
            the Relevant Receipt. If the Relevant Receipt exceeds the amount
            which the Recovering Bank would have received if the Relevant
            Receipt had been received by the Agent and distributed pursuant to
            clause 9.1 or 9.10 (as the case may be) then:

            (a)   within two Banking Days of demand by the Agent, the Recovering
                  Bank shall pay to the Agent an amount equal (or equivalent) to
                  the excess;

            (b)   the Agent shall treat the excess amount so paid by the
                  Recovering Bank as if it were a payment made by the relevant
                  Obligor and shall distribute the same to the Finance Parties
                  (other than the Recovering Bank) in accordance with clause
                  9.10; and

            (c)   as between the relevant Obligor and the Recovering Bank the
                  excess amount so re-distributed shall be treated as not having
                  been paid but the obligations of the relevant Obligor to the
                  other Finance Parties shall, to the extent of the amount so
                  re-distributed to them, be treated as discharged.


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17.2.2   If any part of the Relevant Receipt subsequently has to be wholly or
         partly refunded by the Recovering Bank (whether to a liquidator or
         otherwise) each Finance Party to which any part of such Relevant
         Receipt was so re-distributed shall on request from the Recovering Bank
         repay to the Recovering Bank such Finance Party's pro rata share of the
         amount which has to be refunded by the Recovering Bank.

17.2.3   Each Finance Party shall on request supply to the Agent such
         information as the Agent may from time to time request for the purpose
         of this clause 17.2.

17.2.4   Notwithstanding the foregoing provisions of this clause 17.2 no
         Recovering Bank shall be obliged to share any Relevant Receipt which it
         receives or recovers pursuant to legal proceedings taken by it to
         recover any sums owing to it under this Agreement with any other party
         which has a legal right to, but does not, either join in such
         proceedings or commence and diligently pursue separate proceedings to
         enforce its rights in the same or another court (unless the proceedings
         instituted by the Recovering Bank are instituted by it without prior
         notice having been given to such party through the Agent).

17.3     NO RELEASE

         For the avoidance of doubt it is hereby declared that failure by any
         Recovering Bank to comply with the provisions of clause 17.2 shall not
         release any other Recovering Bank from any of its obligations or
         liabilities under clause 17.2.

17.4     NO CHARGE

         The provisions of this clause 17 shall not, and shall not be construed
         so as to, constitute a charge by a Finance Party over all or any part
         of a sum received or recovered by it in the circumstances mentioned in
         clause 17.2.

18       ASSIGNMENT, TRANSFER AND FUNDING OFFICES

18.1     BENEFIT AND BURDEN

         This Agreement shall be binding upon, and enure for the benefit of, the
         Finance Parties and the Obligors and their respective successors and
         permitted assigns.

18.2     NO ASSIGNMENT BY OBLIGORS

         None of the Obligors or the Ultimate Shareholder may assign or
         otherwise transfer any of their respective rights or obligations under
         this Agreement.

18.3     TRANSFER

         Each Bank (an "EXISTING BANK") may transfer all or any part (being at
         least $10,000,000 and an integral multiple of $5,000,000) of its
         rights, benefits and/or obligations under this Agreement and the other
         Finance Documents to a Qualifying Bank (a "Transferee"). Any such
         transfer shall be effected upon not less than 5 Banking Days' prior
         notice by delivery to the Agent of a duly completed Transfer
         Certificate duly executed by the Existing Bank and the Transferee which
         the Agent shall then counter-sign (for itself and the other parties to
         this Agreement and the Security Trust Deed). On the Effective Date (as
         specified and defined in a Transfer Certificate so executed and
         delivered):

18.3.1   to the extent that in such Transfer Certificate the Existing Bank seeks
         to transfer such obligations and rights hereunder the existing parties
         to this Agreement and the Security Trust Deed and the Existing Bank
         shall be released from their respective obligations towards one another
         under this Agreement and the Security Trust Deed, other than the
         obligations thereunder which remain outstanding from the Obligors to
         the Existing Bank ("DISCHARGED OBLIGATIONS") and their respective
         rights against one another under this Agreement and the Security Trust
         Deed other than the outstanding rights thereunder of the Existing Bank
         against the Obligors ("DISCHARGED RIGHTS") shall be cancelled and the
         rights of the Existing

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<PAGE>   84
           Bank against the Obligors shall be assigned to the Transferee party
           to the relevant Transfer Certificate (the "ASSIGNED RIGHTS");

18.3.2     the Transferee party to the relevant Transfer Certificate and the
           existing parties to this Agreement and the Security Trust Deed (other
           than such Existing Bank) shall assume obligations towards each other
           which differ from the discharged obligations only insofar as they are
           owed to or assumed by such Transferee instead of to or by such
           Existing Bank as a result of such transfer; and

18.3.3     the Transferee party to the relevant Transfer Certificate and the
           existing parties to this Agreement and the Security Trust Deed (other
           than such Existing Bank) shall acquire rights against each other
           which differ from the discharged rights and the assigned rights only
           insofar as they are exercisable by or against such Transferee instead
           of by or against such Existing Bank as a result of such transfer

         and, on such Effective Date, the Transferee shall pay to the Agent for
         its own account a fee of $1,500. The Agent shall promptly notify the
         Original Borrower of the receipt by it of any Transfer Certificate and
         shall promptly deliver a copy of such Transfer Certificate to the
         Original Borrower.

18.4     RELIANCE ON TRANSFER CERTIFICATE

         The Finance Parties, the Obligors, the Ultimate Shareholder and each
         GTS Creditor shall be fully entitled to rely on any Transfer
         Certificate delivered to the Agent in accordance with the foregoing
         provisions of this clause 18 which is complete and regular on its face
         as regards its contents and purportedly signed on behalf of the
         relevant Existing Bank and the Transferee and none of the Finance
         Parties or the Obligors or the Ultimate Shareholder or the GTS
         Creditors shall have any liability or responsibility to any party as a
         consequence of placing reliance on and acting in accordance with any
         such Transfer Certificate if it proves to be the case that the same was
         not authentic or duly authorised.

18.5     AUTHORISATION OF AGENT

         Each party to this Agreement irrevocably authorises the Agent to
         counter-sign each Transfer Certificate on its behalf for the purposes
         of clause 18.3 without any further consent of, or consultation with,
         any such party except, in the case of the Original Borrower, the
         consent required pursuant to clause 18.3 and, in the case of any
         Obligor incorporated in Ireland or Denmark, the notice required
         pursuant to clause 18.3.

18.6     CONSTRUCTION OF CERTAIN REFERENCES

         If any Bank transfers all or any part of its rights, benefits and
         obligations as provided in clause 18.3 all relevant references in this
         Agreement to such Bank shall thereafter be construed as a reference to
         such Bank and/or its Transferee to the extent of their respective
         interests.

18.7     LENDING OFFICES

         Each Bank shall lend through its office at the address specified in
         part B of schedule 1 or, as the case may be, in any relevant Transfer
         Certificate or through any other office of such Bank selected from time
         to time by such Bank through which such Bank wishes to lend. If the
         office through which a Bank lending is changed pursuant to this clause
         18.7, such Bank shall notify the Agent and the Original Borrower
         promptly of such change.

18.8     DISCLOSURE OF INFORMATION

         No Finance Party shall disclose any Confidential Information to any
         person without the consent of the Original Borrower, other than (a) to
         such Finance Party's associate companies and their officers, directors,
         employees, agents and advisors provided that such Person shall have
         agreed in writing to maintain confidentiality on the equivalent terms
         as set forth herein, (b) to an actual or prospective Transferee
         provided that such Transferee shall have agreed in writing to


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<PAGE>   85
         maintain confidentiality on the equivalent terms as set forth herein or
         (c) as required by any law, rule or regulation or order of any court or
         order or request of any governmental agency with whose instructions the
         recipient habitually complies. For the purposes of this clause 18.8
         "Confidential Information" means information that any member of the
         Group furnishes to any Finance Party on a confidential basis, but does
         not include any such information that is already known to the
         recipient, is or becomes generally available to the public other than
         as a result of a breach by any Finance Party of its obligations
         hereunder or that is or becomes available to such Finance Party from a
         source other than the Group.

18.9     RESTRICTIONS ON TRANSFERS

         Where a Bank transfers part of its rights, benefits and obligations
         pursuant to clause 18.3, that Bank must transfer equal fractions of its
         Commitment and Contribution. The Transfer Certificate relating to any
         such transfer shall be completed accordingly.

19       ARRANGERS, AGENT, SECURITY TRUSTEE, REFERENCE BANKS AND ORIGINAL
         BORROWER

19.1     APPOINTMENT OF AGENT

         Each Bank irrevocably appoints the Agent as its Agent for the purposes
         of this Agreement and the other Finance Documents and irrevocably
         authorises the Agent in such capacity:

19.1.1     to execute all documents as may be approved by the Majority Banks for
           execution by the Agent; and

19.1.2     (whether or not by or through employees or agents) to take such
           action on such Bank's behalf and to exercise such rights, remedies,
           powers and discretions as are specifically delegated to the Agent by
           this Agreement or any other Finance Document, together with such
           powers and discretions as are reasonably incidental thereto (but
           subject to any restrictions or limitations specified in this
           Agreement or any other Finance Document). None of the Agent, or the
           Arrangers or the Security Trustee shall, however, have any duties,
           obligations or liabilities (whether fiduciary or otherwise) to the
           Banks beyond those expressly stated in this Agreement or any other
           Finance Document.

           Notwithstanding that the Agent and the Security Trustee may from time
           to time be the same entity, the Agent and Security Trustee have
           entered into this Agreement in their separate capacities as agent for
           the Banks under and pursuant to this Agreement and as security
           trustee for the Beneficiaries (as defined in the Security Trust Deed)
           to hold the security created or to be created by the Security
           Documents on the terms set out in the Security Trust Deed. However,
           where this Agreement provides for the Agent to communicate with or
           provide instructions to the Security Trustee, while the Agent and the
           Security Trustee are the same entity, it will not be necessary for
           there to be any such formal communications or instructions
           notwithstanding that this Agreement provides in certain cases for the
           same to be in writing.

19.2     AGENT'S ACTIONS

         Any action taken by the Agent under or in relation to this Agreement
         with requisite authority, or on the basis of appropriate instructions,
         received from the Majority Banks (or as otherwise duly authorised)
         shall be binding on all the Banks.

19.3     AGENT'S DUTIES

         The Agent shall:

19.3.1     promptly notify each Bank of the contents of each notice, certificate
           or other document received by the Agent from any Obligor or GTS
           Creditor under or pursuant to this Agreement or any other Finance
           Document;

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<PAGE>   86

19.3.2   consult with the Banks as to whether and, if so, how a discretion
         vested in the Agent is, either in any particular instance or generally,
         to be exercised but so that this shall not prevent the Agent in
         exceptional circumstances where time does not permit such consultation
         and urgent action is required, from exercising its rights and powers,
         or from instructing the Security Trustee to exercise its rights and
         powers, to preserve the security constituted by the Security Documents
         so long as the Agent promptly notifies the Banks subsequently of such
         exercise; and

19.3.3   (subject to the other provisions of this clause 19) take such action
         or, as the case may be, refrain from taking such action with respect to
         the exercise of any of its rights, remedies, powers and discretions as
         Agent or Security Trustee as the Majority Banks may reasonably direct.

19.4   AGENT'S RIGHTS

       The Agent may:

19.4.1   in the exercise of any right, remedy, power or discretion in relation
         to any matter, or in any context, not expressly provided for by this
         Agreement, act or, as the case may be, refrain from acting in
         accordance with the instructions of the Majority Banks, and shall be
         fully protected in so doing;

19.4.2   unless and until it shall have received directions from the Majority
         Banks, take such action, or refrain from taking such action in respect
         of a Default of which the Agent has actual knowledge as it shall deem
         advisable in the best interests of the Banks (but shall not be obliged
         to do so);

19.4.3   refrain from acting in accordance with any instructions of the Majority
         Banks to institute, or to instruct the Security Trustee to institute
         any legal proceedings arising out of or in connection with this
         Agreement or any other Finance Document until it has been indemnified
         and/or secured to its satisfaction against any and all costs, expenses
         or liabilities (including legal fees) which it and/or the Security
         Trustee would or might incur as a result;

19.4.4   deem and treat (i) each Bank as the person entitled to the benefit of
         the Contribution of such Bank for all purposes of this Agreement and
         the Security Documents unless and until a Transfer Certificate shall
         have been filed with the Agent and shall have become effective, and
         (ii) the office set opposite the name of each Bank in part B of
         schedule 1 or, as the case may be, in any relevant Transfer Certificate
         as such Bank's funding office unless and until a written notice of
         change of funding or issuing (as the case may be) office shall have
         been received by the Agent; and the Agent may act upon any such notice
         unless and until the same is superseded by a further such notice;

19.4.5   rely as to matters of fact which might reasonably be expected to be
         within the knowledge of any Obligor or GTS Creditor upon a certificate
         signed by any director of the relevant Obligor or GTS Creditor on
         behalf of such Obligor or GTS Creditor; and

19.4.6   refrain from doing anything which would, or might in its opinion, be
         contrary to any law or regulation of any jurisdiction and may do
         anything which is in its opinion necessary or desirable to comply with
         any such law or regulation.

19.5   RIGHTS OF THE SECURITY TRUSTEE

       In addition to all rights of the Security Trustee set out in the Security
       Trust Deed, each Bank hereby grants a power of attorney to the Security
       Trustee, with the right of substitution to enter into the Security
       Documents on its behalf.

19.6   NO LIABILITY OF ARRANGERS, AGENT, SECURITY TRUSTEE

       None of the Arrangers, the Security Trustee, the Agent or any of their
       respective employees and agents shall:


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19.6.1     be obliged to request any certificate or opinion under clause 12.1 or
           any other provision of any Finance Document or to make any enquiry as
           to the use of the proceeds of the Facility unless (in the case of the
           Agent) so required in writing by any Bank, in which case the Agent
           shall promptly make the appropriate request of the relevant Obligor
           or GTS Creditor; or

19.6.2     be obliged to make any enquiry as to any breach or default by any
           Obligor or GTS Creditor in the performance or observance of any of
           the provisions of any Finance Document or as to the existence of a
           Default unless (in the case of the Agent) the Agent has actual
           knowledge thereof or has been notified in writing thereof by a Bank,
           in which case the Agent shall promptly notify the Banks of the
           relevant event or circumstance; or

19.6.3     be obliged to enquire whether or not any representation or warranty
           made by any Obligor or GTS Creditor pursuant to any Finance Document
           is true; or

19.6.4     be obliged to do anything (including, without limitation, disclosing
           any document or information) which would, or might in its opinion, be
           contrary to any law or regulation or be a breach of any duty of
           confidentiality or otherwise be actionable or render it liable to any
           person; or

19.6.5     be obliged to account to any Bank for any sum or the profit element
           of any sum received by it for its own account; or

19.6.6     be obliged to institute any legal proceedings arising out of or in
           connection with, or otherwise take steps to enforce, any Finance
           Document other than on the instructions of the Majority Banks; or

19.6.7     be liable to any Bank for any action taken or omitted under or in
           connection with any Finance Document or the Total Outstandings unless
           caused by its gross negligence or wilful misconduct.

         For the purposes of this clause 19 neither the Agent, the Arrangers or
         the Security Trustee shall be treated as having actual knowledge of any
         matter of which the corporate finance or any other division outside the
         agency or loan administration department of the person for the time
         being acting as the Agent or the Security Trustee, as the case may be,
         may become aware in the context of corporate finance, advisory or
         funding activities from time to time undertaken by the Agent or the
         Security Trustee, as the case may be, for the Ultimate Shareholder or
         any of its Subsidiaries or Associated Companies or any other person
         which may be a trade competitor of any of the Obligors or GTS Creditors
         or may otherwise have commercial interests similar to those of any of
         the Obligors or GTS Creditors.

19.7     NON-RELIANCE ON ARRANGERS, AGENT OR SECURITY TRUSTEE

         Each Bank acknowledges, by virtue of its execution of this Agreement
         or, as the case may be, a Transfer Certificate, that it has not relied
         on any statement, opinion, forecast or other representation made by the
         Arrangers, the Agent or the Security Trustee to induce it to enter into
         this Agreement and that it has made and will continue to make, without
         reliance on the Agent, the Arrangers or the Security Trustee and based
         on such documents as it considers appropriate, its own appraisal of the
         creditworthiness of the Immediate Shareholder and its Subsidiaries and
         its own independent investigation of the financial condition, prospects
         and affairs of the Immediate Shareholder and its Subsidiaries in
         connection with the making and continuation of the Total Outstandings
         under this Agreement. None of the Arrangers, the Agent or the Security
         Trustee shall have any duty or responsibility, either initially or on a
         continuing basis, to provide any Bank with any credit or other
         information with respect to the Obligors or GTS Creditors whether
         coming into its possession before the making of any Advance or the
         issue of any Bank Guarantee or at any time or times thereafter, other
         than (in the case of the Agent) as provided in clause 19.3.1.


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19.8       NO RESPONSIBILITY ON ARRANGERS, AGENT OR SECURITY TRUSTEE FOR ANY
           OBLIGOR'S OR GTS CREDITORS PERFORMANCE

           None of the Arrangers, the Agent or the Security Trustee shall have
           any responsibility or liability to any Bank:

19.8.1     on account of the failure of any Obligor or GTS Creditor to perform
           its obligations under any Finance Document to which it is party; or

19.8.2     for the financial condition of any Obligor or GTS Creditor; or

19.8.3     for the completeness or accuracy of any statements, representations
           or warranties in any of the Finance Documents or the Information
           Memorandum or any document delivered under any of the Finance
           Documents; or

19.8.4     for the execution, effectiveness, adequacy, genuineness, validity,
           enforceability or admissibility in evidence of any of the Finance
           Documents or of any certificate, report or other document executed or
           delivered under any of the Finance Documents; or

19.8.5     (save as otherwise provided in this clause 19) for taking or omitting
           to take any other action under or in relation to the Finance
           Documents or any aspect thereof; or

19.8.6     in the case of the Arrangers, on account of the failure of the Agent
           or the Security Trustee to perform or discharge any of their
           respective duties or obligations under the Finance Documents; or

19.8.7     otherwise in connection with the Facility or its negotiation or for
           acting (or, as the case may be, refraining from acting) in accordance
           with the instructions of the Majority Banks.

19.9     RELIANCE ON DOCUMENTS AND PROFESSIONAL ADVICE

         The Arrangers, the Agent and the Security Trustee shall be entitled to
         rely on any communication, instrument or document believed by it to be
         genuine and correct and to have been signed or sent by the proper
         person and shall be entitled to rely as to legal or other professional
         matters on opinions and statements of any legal or other professional
         advisers selected or approved by it (including those in the Agent's,
         any Arranger's or the Security Trustee's, as the case may be
         employment).


19.10    OTHER DEALINGS

         The Arrangers, the Agent and the Security Trustee may, without any
         liability to account to the Banks, accept deposits from, lend money to,
         and generally engage in any kind of banking or other business with, and
         provide advisory or other services to, the Ultimate Shareholder, the
         Immediate Shareholder or any of their respective Subsidiaries or
         Associated Companies or any Relevant Person or any of the Banks as if
         it were not an Arranger, the Agent or the Security Trustee, as the case
         may be.

19.11    RIGHTS OF AGENT AND SECURITY TRUSTEE AS BANK; NO PARTNERSHIP

         With respect to its own Commitment and Contribution (if any) the Agent
         and the Security Trustee shall have the same rights and powers under
         this Agreement and the Security Documents as any other Bank and may
         exercise the same as though it were not performing the duties and
         functions delegated to it under this Agreement and/or the Security
         Documents and the term "Banks" shall, unless the context clearly
         otherwise indicates, include the Agent and/or the Security Trustee in
         its individual capacity as a Bank. This Agreement shall not and shall
         not be construed so as to constitute a partnership between the parties
         or any of them.

19.12    AMENDMENTS; WAIVERS


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<PAGE>   89
 19.12.1       Subject to clause 19.12.2, the Agent may, with the consent of the
               Majority Banks (or if and to the extent expressly authorised by
               the other provisions of this Agreement) and, if so instructed by
               the Majority Banks, shall (i) agree amendments or modifications
               to any Finance Document with the Obligors, the Ultimate
               Shareholder or any GTS Creditor and/or (ii) vary or waive
               breaches of, or defaults under, or otherwise excuse performance
               of, any provision any Finance Document by any Obligor, the
               Ultimate Shareholder or any GTS Creditor. Any such action so
               authorised and effected by the Agent shall be documented in such
               manner as the Agent shall (with the approval of the Majority
               Banks) determine, shall be promptly notified to the Banks by the
               Agent and (without prejudice to the generality of clause 19.2)
               shall be binding on all the Banks.

19.12.2        Except with the prior written consent of all the Banks, the Agent
               shall not have authority on behalf of the Banks (A) to agree with
               any Obligor, the Ultimate Shareholder or any GTS Creditor any
               amendment or modification to any Finance Document or to grant
               waivers in respect of breaches or defaults or to vary or excuse
               performance of or under any Finance Document by any Obligor, the
               Ultimate Shareholder or any GTS Creditor, if the effect of such
               amendment, modification, waiver, variation or excuse would be to
               (i) reduce the Margin, (ii) postpone the due date or reduce the
               amount of any reduction in availability, any payment of
               principal, interest, commitment commission or other amount
               payable by any Obligor or GTS Creditor under any Finance
               Document, (iii) change the currency in which any amount is
               payable by any Obligor or GTS Creditor under any Finance
               Document, (iv) increase any Bank's Commitment, (v) extend the
               Availability Period or (vi) change the definition of "Majority
               Banks" in clause 4.2, (vii) change any provision of any Finance
               Document which requires the approval or consent of all the Banks
               such that the relevant approval or consent may be given otherwise
               than with the sanction of all the Banks, (viii) change the order
               of distribution under clause 9.10, (ix) change clause 17.2, (x)
               change clause 6.2 or (xi) change this clause 19.11 or (B) to
               release any Guarantor from its obligations under the Guarantee or
               (C) release any asset of whatever nature that is subject to a
               Security Document unless such release is to permit the disposal
               or other dealing with such asset in accordance with the terms of
               this Agreement and the relevant Security Document.

19.12.3        For the purposes of this clause 19.12 it is expressly agreed and
               acknowledged that the execution of a Deed of Guarantor Accession
               or a Deed of Borrower Accession or any deed or instrument
               pursuant to a further assurance provision in the Security
               Documents shall not constitute an amendment or modification to,
               or variation of, this Agreement or any of the Security Documents
               shall not constitute an amendment or modification to, or
               variation of, this Agreement.

19.13    REIMBURSEMENT AND INDEMNITY BY BANKS

         Each Bank shall reimburse the Security Trustee, the Arrangers and the
         Agent (rateably in accordance with such Bank's Commitment or
         Contribution), to the extent that the Security Trustee, the Arrangers
         or the Agent are not reimbursed by the Obligors, for the costs, charges
         and expenses incurred by the Security Trustee, the Arrangers and the
         Agent contemplation of, or otherwise in connection with, the
         enforcement or attempted enforcement of, or the preservation or
         attempted preservation of any rights under, or in carrying out its
         duties under, the Finance Documents including (in each case) the fees
         and expenses of legal or other professional advisers. Each Bank shall
         on demand indemnify the Agent and the Security Trustee (rateably in
         accordance with its Commitment or Contribution) against all
         liabilities, damages, costs and claims whatsoever incurred by the Agent
         or the Security Trustee (as the case may be) in connection with the
         Finance Documents or the performance of its duties under the Finance
         Documents or any action taken or omitted by the Agent or the Security
         Trustee (as the case may be) under any of the Finance Documents, unless
         such liabilities, damages, costs or claims arise from the Agent's or
         the Security Trustee's (as the case may be) own gross negligence or
         wilful misconduct.

19.14    RETIREMENT OF AGENT

19.14.1        The Agent may retire from its appointment as Agent under this
               Agreement having given to the Original Borrower, each of the
               Banks not less than 30 days' notice of its intention to do


                                       73
<PAGE>   90
               so and provided that no such retirement shall take effect unless
               there has been appointed by the Banks as a successor Agent:

               (a)  a Bank nominated by the Majority Banks with the consent of
                    the Original Borrower (not to be unreasonably withheld or
                    delayed) or, failing such a nomination,

               (b)  any reputable and experienced bank or financial institution
                    with offices in London nominated by the Agent with the
                    consent of the Original Borrower (not to be unreasonably
                    withheld or delayed).

               Any corporation into which the Agent may be merged or converted
               or any corporation with which the Agent may be consolidated or
               any corporation resulting from any merger, conversion,
               amalgamation, consolidation or other reorganisation to which the
               Agent shall be a party shall, to the extent permitted by
               applicable law, be the successor Agent under this Agreement
               without the execution or filing of any document or any further
               act on the part of any of the parties to this Agreement, save
               that notice of any such merger, conversion, amalgamation,
               consolidation or other reorganisation shall forthwith be given to
               the Original Borrower and the Banks.

19.14.2        Upon any such successor as aforesaid being appointed, the
               retiring Agent shall be discharged from any further obligation
               under this Agreement (but shall continue to have the benefit of
               this clause 19 in respect of any action it has taken or refrained
               from taking prior to such discharge) and its successor and each
               of the other parties to this Agreement shall have the same rights
               and obligations among themselves as they would have had if such
               successor had been a party to this Agreement in place of the
               retiring Agent. The retiring Agent shall (at the expense of the
               Original Borrower) provide its successor with copies of such of
               its records as its successor reasonably requires to carry out its
               functions under the Finance Documents.

19.15    CHANGE OF REFERENCE BANKS

         If (a) the whole of the Contribution (if any) of any Reference Bank is
         prepaid, (b) the Commitment (if any) of any Reference Bank is reduced
         to zero in accordance with clause 16.1, (c) a Reference Bank transfers
         the whole of its rights and obligations (if any) as a Bank under this
         Agreement or (d) any Reference Bank generally ceases to provide
         quotations to the Agent for the purposes of determining LIBOR or
         EURIBOR (as the case may be), the Agent may, acting on the instructions
         of the Majority Banks, terminate the appointment of such Reference Bank
         and with the approval of the Borrowers (such approval not to be
         unreasonably withheld or delayed) appoint another Bank to replace such
         Reference Bank.

19.16    PROMPT DISTRIBUTION OF PROCEEDS

         Moneys received by the Security Trustee (whether from a Receiver or
         otherwise) pursuant to the exercise of (or otherwise by virtue of the
         existence of) any rights and powers under or pursuant to any of the
         Security Documents shall be paid to the Agent for distribution in
         accordance with the terms of the Security Trust Deed shall be
         distributed by the Agent as soon as is practicable after the relevant
         moneys are received by, or otherwise become available to, the Agent
         save that (without prejudice to any other provision contained in any of
         the Security Documents) the Agent (acting on the instructions of the
         Majority Banks) may credit any moneys received by it to a suspense
         account for so long and in such manner as the Agent may from time to
         time determine with a view to preserving the rights of the Finance
         Parties or any of them to prove for the whole of their respective
         claims against any Obligor, GTS Creditor or any other person liable.

19.17    ORIGINAL BORROWER

19.17.1        Each Obligor (other than the Original Borrower) and the Ultimate
               Shareholder by its execution of this Agreement or a Deed of
               Borrower Accession or a Deed of Guarantor Accession irrevocably
               appoints the Original Borrower to act on its behalf as its agent
               in relation to the Finance Documents and irrevocably authorises
               (i) the Original Borrower on its

                                       74
<PAGE>   91
            behalf to supply all information concerning itself contemplated by
            this Agreement and to give all notices and instructions (including,
            in the case of a Borrower, Utilisation Notices) to execute on its
            behalf any Deed of Borrower Accession or Deed of Guarantor Accession
            and to make such agreements capable of being given or made by any
            Obligor notwithstanding that they may affect such Obligor or the
            Ultimate Shareholder (as the case may be), without further reference
            to or consent of such Obligor or the Ultimate Shareholder (as the
            case may be) and (ii) each Finance Party to give any notice, demand
            or other communication to such Obligor or the Ultimate Shareholder
            (as the case may be) pursuant to the Finance Documents to the
            Original Borrower on its behalf, and in each case such Obligor or
            the Ultimate Shareholder (as the case may be) shall be bound thereby
            as though such Obligor itself had given such notices and
            instructions (including, without limitation, any Utilisation
            Notices) or executed or made such agreements or receive any such
            notice, demand or other communication.

19.17.2     Every act, omission, agreement, undertaking, settlement, waiver,
            notice or other communication given or made by the Original Borrower
            or given to the Original Borrower under this Agreement, or in
            connection with this Agreement (whether or not known to any other
            Obligor or the Ultimate Shareholder (as the case may be) and whether
            occurring before or after such other Obligor or the Ultimate
            Shareholder (as the case may be) became a party to this Agreement)
            shall be binding for all purposes on the Ultimate Shareholder and
            all other Obligors as if the Ultimate Shareholder and the other
            Obligors had expressly made, given or concurred with the same. In
            the event of any conflict between any notices or other
            communications of the Original Borrower and any other Obligor or the
            Ultimate Shareholder (as the case may be), those of the Original
            Borrower shall prevail.

19.18    THE ULTIMATE SHAREHOLDER

         The Ultimate Shareholder acknowledges (i) for the benefit of the
         Finance Parties the terms and conditions of this Agreement including,
         without limitation, the representations and warranties and undertakings
         given by its Subsidiaries provided, however, that nothing in this
         Agreement shall create any liability of the Ultimate Shareholder to the
         Finance Parties or the Finance Parties to the Ultimate Shareholder and
         (ii) that it will be inquiring into the possibility of obtaining
         private equity investment in either itself or its affiliates. In
         relation thereto, each party to this Agreement agrees to work together
         in good faith to endeavour to identify, discuss and, subject to the
         agreement of all the parties to this Agreement, address and implement
         changes to this Agreement and the Supplemental Agreement necessary or
         appropriate to obtain such investment.

20       NOTICES AND OTHER MATTERS

20.1     NOTICES

         Every notice, request, demand or other communication under this
         Agreement shall:

20.1.1      be in writing delivered personally or by priority registered letter
            (airmail if available) or telefax;

20.1.2      be deemed to have been received, subject as otherwise provided in
            this Agreement in the case of a letter when delivered and, in the
            case of a telefax, when a complete and legible copy is received by
            the addressee (unless the date of despatch is not a business day in
            the country of the addressee or the time of despatch of any telefax
            is after the close of business in the country of the addressee in
            which case it shall be deemed to have been received at the opening
            of business on the next such business day); and

20.1.3      be sent:

            (a) to the Ultimate Shareholder and each Obligor at:

            GTS Carrier Services (UK) Ltd
            151 Shaftesbury Avenue
            3rd Floor


                                       75
<PAGE>   92

         London WC2H 8AL
         England

         Telefax: +44 (0) (20) 7769 8052
         Attention: Corporate Treasurer and General Counsel

         (b) to the Agent and the Security Trustee at:

         Deutsche Bank AG London
         Winchester House
         1 Great Winchester Street
         London
         EC2N 2DB

         Telefax:   +44 20 7547 5703/6419
         Attention: Richard Peters/Ronald Lane Smith

         (c) to the Arrangers at:

         Deutsche Bank AG London
         Winchester House
         1 Great Winchester Street
         London
         EC2N 2DB

         Telefax:   + 44 207 545 7130
         Attention: Project and Export Finance Group

         Bank of America International Limited.
         Bank of America House
         1 Alie Street
         London E1 8DE


         Telefax:   +44 207 809 5287
         Attention: Richard Woods

         Dresdner Bank AG London Branch
         Riverbank House
         2 Swan Lane
         London EC4R 3UX

         Telefax:   +44 207 623 4118
         Attention: Julie Cowap

         (d) to each Bank

         at its address or telefax number
         specified (in the case of a Bank) in part B of schedule 1 or
         in any relevant Transfer Certificate

         or to such other address or telefax number as is notified by the
         relevant party to the other parties to this Agreement.

20.2     NOTICES THROUGH THE AGENT

         Every notice, request, demand or other communication under this
         Agreement to be given by any Obligor to any other party shall be given
         to the Agent for onward transmission as appropriate and to be given to
         the Ultimate Shareholder or the Obligors (or any of them) shall (except
         as otherwise provided in this Agreement) be given by the Agent.


                                       76
<PAGE>   93

20.3     NO IMPLIED WAIVERS, REMEDIES CUMULATIVE

         No failure or delay on the part of the Finance Parties or any of them
         to exercise any power, right or remedy under this Agreement shall
         operate as a waiver thereof, nor shall any single or partial exercise
         by the Finance Parties or any of them of any power, right or remedy
         preclude any other or further exercise thereof or the exercise of any
         other power, right or remedy. The remedies provided in this Agreement
         are cumulative and are not exclusive of any remedies provided by law.

20.4     ENGLISH TRANSLATIONS

         All certificates, instruments and other documents to be delivered under
         this Agreement shall be in the English language or shall be accompanied
         by a certified English translation upon which the Finance Parties shall
         be entitled to rely.

20.5     COUNTERPARTS

         This Agreement may be executed in any number of counterparts and by the
         different parties on separate counterparts, each of which when so
         executed and delivered shall be an original, but all counterparts shall
         together constitute one and the same instrument.

20.6     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         No term of this Agreement is enforceable under the Contracts (Rights of
         Third Parties) Act 1999 by a person who is not party to this Agreement.

21       GOVERNING LAW AND JURISDICTION

21.1     LAW

         This Agreement shall be governed by English law.

21.2     SUBMISSION TO JURISDICTION

         The parties to this Agreement agree for the benefit of the Finance
         Parties that:

21.2.1      if any party has any claim against any other arising out of or in
            connection with this Agreement such claim shall (subject to clause
            21.2.3) be referred to the High Court of Justice in England, to the
            jurisdiction of which each of the parties irrevocably submits;

21.2.2      the jurisdiction of the High Court of Justice in England over any
            such claim against the Finance Parties shall be an exclusive
            jurisdiction and no courts outside England shall have jurisdiction
            to hear or determine any such claim; and

21.2.3      nothing in this clause 21.2 shall limit the right of any Finance
            Party to refer any such claim against any other party to any other
            court of competent jurisdiction outside England, to the jurisdiction
            of which such party hereby irrevocably agrees to submit, nor shall
            the taking of proceedings by any Finance Party before the courts in
            one or more jurisdictions preclude the taking of proceedings in any
            other jurisdiction whether concurrently or not.

21.3     AGENT FOR SERVICE OF PROCESS

21.3.1      Each Obligor irrevocably designates, appoints and empowers GTS
            Carrier Services (UK) Limited at present of 151 Shaftesbury Avenue,
            London WC2H 8AL to receive for it and on its behalf service of
            process issued out of the High Court of Justice in England in
            relation to any claim arising out of or in connection with this
            Agreement.

21.3.2      For the benefit of the Finance Parties and for the purpose of this
            Agreement and any claims arising out of or in connection with this
            Agreement, each Obligor which is a legal entity

                                       77
<PAGE>   94

         organised and existing under the laws of The Netherlands hereby
         irrevocably elects domicile (within the meaning of Section 1.15 of The
         Netherlands Civil Code) at the address from time to time of GTS Carrier
         Services (UK) Limited.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to
be duly executed on the date first above written.








                                       78
<PAGE>   95



                                   SCHEDULE 1
                        PART A - THE ORIGINAL GUARANTORS
<TABLE>
<CAPTION>

              COMPANY                 COUNTRY OF            REGISTERED NUMBER         REGISTERED ADDRESS
                                      INCORPORATION            (IF ANY)
              --------                --------------        ------------------        ------------------------------
<S>                                   <C>                    <C>                      <C>
Ebone A/S                             Denmark                CVR-nr. 19743144         Lyngyvej 28,1, 2100 Copenhagen
Global TeleSystems (Denmark) A/S      Denmark                CVR-nr. 21480878         Vesterbrogade 149, 1620
                                                                                      Copenhagen V
GTS Transatlantic Limited             Ireland                287207                   2 Harbourmaster Place, Custom
                                                                                      House Dock, Dublin 1
Ebone Broadband Services  Limited     Ireland                276431                   2 Custom House Plaza,
                                                                                      Harbourmaster Place,  Dublin 1
GTS Network (Ireland) Limited         Ireland                275582                   2 Custom House Plaza,
                                                                                      Harbourmaster Place,  Dublin 1
</TABLE>






                                       79
<PAGE>   96


                                   SCHEDULE 1
                    PART B - THE BANKS AND THEIR COMMITMENTS

<TABLE>
<CAPTION>


NAME, ADDRESS AND FAX NUMBER                                                  COMMITMENT (EURO)
----------------------------                                                  ------------------
<S>                                                                           <C>
Bank of America, N.A.
London E1 8DE                                                                        100,000,000

Attention:    Richard Woods
Fax number:+44 207 809 5287

Deutsche Bank AG London
Winchester House
1 Great Winchester Street                                                            100,000,000
London EC2N 2DB

Attention:  +44 207 545 7130
Fax number: Project and Export Finance Group

Dresdner Bank AG London Branch
Riverbank House
2 Swan Lane                                                                          100,000,000
London EC4R 3UX

Attention:  Julie Cowap
Fax number:  0207 623 4118

TOTAL                                                                         (euro) 300,000,000
</TABLE>




                                       80
<PAGE>   97



                                   SCHEDULE 2
                           FORM OF UTILISATION NOTICE

To:                 Deutsche Bank AG London
                    Winchester House
                    1 Great Winchester Street
                    London EC2N 2DB

                    Attention: Credit Administration Department

With a copy to:     Deutsche Bank AG London
                    Winchester House
                    1 Great Winchester Street
                    London  EC2N 2DB

                    Attention:  Ronald Lane-Smith/Richard Peters
                    (Corporate Trust & Agency Services)                  [Date]


(EURO) 300,000,000 TERM LOAN FACILITY AGREEMENT
DATED O, 2000 (AS FROM TIME TO TIME AMENDED, VARIED, EXTENDED, RESTATED,
REFINANCED OR REPLACED, THE "AGREEMENT")

We refer to the Agreement and hereby give you notice that we wish to draw down
an Advance on o with a Term of o months.

The funds should be credited to [name and number of account] with [details of
bank].

We confirm that:

(a)    so far as we are aware, no event or circumstance has occurred and is
       continuing which constitutes a Default; and

(b)    the representations and warranties contained in clause 11.1 of the
       Agreement (as adjusted in accordance with clause 11.3 of the Agreement)
       are true and correct as at the date of this notice as if made with
       respect to the facts and circumstances existing at the date of this
       notice.

We confirm that:

(i)    the ratio of the Loan (including for these purposes the amount of the
       Utilisation the subject of this notice) to Annualised Consolidated Net
       Operating Cash Flow (determined by reference to the most recently ended
       month in respect of which Quarterly Management Accounts in respect of the
       Three Month Period ending on the last day of such month have been
       delivered under the Agreement) (does not exceed [               ]; and

(ii)   on the Utilisation Date the gross cash balances (other than the Ultimate
       Shareholder Permitted Cash Balances) of the Ultimate Shareholder Group
       (other than the Group) are not more than (euro)10,000,000 and the gross
       cash balances (other than the Group Permitted Cash Balances) of the Group
       are less than (euro)10,000,000.

Words and expressions defined in the Agreement shall have the same meanings
where used in this notice.

For and on behalf of
[RELEVANT BORROWER]

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

                                       81
<PAGE>   98




                                   SCHEDULE 3
        PART A - DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT
                              TO FIRST UTILISATION


(a)    A copy, certified as a true, complete and up-to-date copy by an
       Authorised Officer of the relevant Obligor (including, for the avoidance
       of doubt for the purpose of the whole of schedule 3 Part A, GTS Network
       Services (Belgium) B.V.B.A. and GTS Support Services (Belgium) B.V.B.A.)
       of the constitutive documents of the Ultimate Shareholder and each
       Obligor amended, in the case of the Belgian and Irish constitutive
       documents (including, without limitation, the Articles of Association) to
       the extent required by the Agent.

(b)    A copy, certified as a true copy by an Authorised Officer of the Ultimate
       Shareholder or the relevant Obligor, of resolutions of the relevant
       boards, committees and/or bodies of the shareholders of the Ultimate
       Shareholder and each Obligor evidencing approval of the Finance Documents
       to which it is party and authorising the appropriate officers of such
       company to execute and deliver the Finance Documents to which it is party
       and to give all notices (including, in the case of the Original Borrower,
       Utilisation Notices) and take all other action required by each such
       company under the Finance Documents to which it is party.

(c)    Specimen signatures, authenticated by an Authorised Officer of the
       Ultimate Shareholder or the relevant Obligor, of the persons authorised
       in the resolutions referred to in paragraph (b) above.

(d)    A copy, certified as a true copy by an Authorised Officer of the Ultimate
       Shareholder or the relevant Obligor, of all consents, authorisations,
       licences and approvals required by the Ultimate Shareholder and each
       Obligor to authorise, or required by the Ultimate Shareholder or each
       Obligor in connection with, the execution, delivery, validity,
       enforceability and admissibility in evidence of the Finance Documents and
       the performance by (as the case may be) the relevant Obligor (as the case
       may be) of their respective obligations under the Finance Documents.

(e)    An opinion of Norton Rose addressed to the Finance Parties, dated not
       more than five Banking Days prior to the first Utilisation Date, in a
       form acceptable to the Agent.

(f)    Opinions of Nauta Dutilh, Brian O'Donnell & Partners, Gorrissen
       Federspeil and Huysmans Trenite Van Doorne addressed to the Finance
       Parties dated not more than five Banking Days prior to the first
       Utilisation Date, in a form acceptable to the Agent.

(g)    A copy, certified as a true copy by an Authorised Officer of the Original
       Borrower of a letter from each agent for receipt of service by process
       accepting its appointment by each Obligor under the Agreement and the
       Security Trust Deed.

(h)    A copy of the audited financial statements of the Immediate Shareholder
       Group for the financial year ended on 31 December 1999.

(i)    An agreed format of budget.

(j)    A copy of the Quarterly Management Accounts of the Group and the Group in
       respect of the Three Month Period ending on 31 March 2000.

(k)    Copies, certified by an Authorised Officer of the relevant Obligor to be
       true, complete and up to date copies of the Principal Agreements and the
       Licences, together with a certificate from an Authorised Officer of the
       relevant Obligor confirming that such documents are in full force and
       effect.

(l)    Evidence of all existing Encumbrances except Capital Leases.

                                       82
<PAGE>   99

(m)    The fee letters referred to in clause 8 duly signed by the Original
       Borrower.

(n)    The IS Charge over Account, each Belgian Share Security, each Danish
       Share Security, each Irish Share Security, the Dutch Share Security, the
       Dutch Pledge of Accounts, the Dutch Pledge of Intercompany Receivables,
       the Assignment over Insurance, the Intercompany Loan Agreement, each
       Irish Debenture, each Belgian Deed of Guarantor Accession and the
       Security Trust Deed duly executed by the relevant Obligor as party
       thereto together with all documents, deeds, notices, certificates
       required to be delivered pursuant to the terms thereof.

(o)    Due diligence reports addressed to the Finance Parties from Norton Rose,
       Nauta Dutilh, Gaedertz and Huysmans Trenite Van Doorne and, in respect of
       certain regulatory matters, General Counsel of the Ultimate Shareholder
       (in form and substance satisfactory to the Banks) and an opinion from
       Arnold & Porter in respect of the Licences (in form and substance
       satisfactory to the Banks).

(p)    Evidence that the Belgian Share Security and the Danish Share Securities
       have been notified in the relevant shareholders registers.

(q)    If applicable in the Relevant Jurisdiction, Share Certificates and duly
       executed stock transfer forms undated (with the name of the transferee
       left blank) of all companies which are subject to the terms of a Share
       Security.

(r)    A report of A H & T Technology Brokers, insurers brokers of the Group.

(s)    Copies of all notices (in the form attached to the Security Documents
       referred to in paragraph (n) above) referred to in such Security
       Documents and acknowledgements of the same by the relevant addresses.

(t)    An Opinion of Shearman & Sterling addressed to the Finance Parties dated
       not more than five Banking Days prior to the first Utilisation Date
       confirming that the execution, delivery by the Obligors and performance
       of their obligations under the Finance Documents will not breach,
       conflict with or result in a default under the indentures in respect of
       the High Yield Securities.

(u)    An Opinion of in-house counsel of the Ultimate Shareholder addressed to
       the Finance Parties dated not more than five Banking Days prior to the
       first Utilisation Date, in a form acceptable to the Agent.

(v)    A certificate from Ernst & Young as auditors to the Group for the
       purposes of sections 34 and 35 of the Irish Companies Act 1990.

(w)    A certificate of an Authorised Officer of the Original Borrower
       certifying that (i) in addition to the amount of $518,472,000 injected in
       the Original Borrower by the Immediate Shareholder by way of shareholder
       loans to, or subscription for equity share capital in, the Original
       Borrower, all cash (or equivalent) on the balance sheet of the Immediate
       Shareholder Group as of 31 December 1999 together with all interest
       thereon has been injected in the Original Borrower by way of shareholder
       loans to, or subscription for equity share capital in, the Original
       Borrower which shall be approximately $900,000,000 but in any event no
       less than $890,000,000 (in each case, excluding foreign currency
       translation losses); and (ii) no dividends or other distributions in
       respect of its share capital have been paid or other distributions in
       respect of its share capital have been paid or declared by the Original
       Borrower or payments made in respect of principal of or interest on any
       shareholder loans made by the Immediate Shareholder to the Original
       Borrower.

       The following will be exempted from the requirements of clause (i) above:

       (i)    $55 million cash or cash equivalents allowed to remain at the
              Immediate Shareholder;

       (ii)   cash used to make interest payments on the High Yield Securities
              up to 30 June 2000 (for the avoidance of doubt $56,959,375);

                                       83
<PAGE>   100

       (iii)  cash required to fund the July 2000 and the August 2000 interest
              payments on the High Yield Securities (for the avoidance of doubt
              $30,021,875); and

       (iv)   any other adjustments to be mutually agreed upon by the Original
              Borrower and the Agent (acting on the instructions of the Majority
              Banks).

(x)    An opinion of McCann Fitzgerald addressed to the Finance Parties dated
       not more than five Banking Days prior to the first Utilisation Date in a
       form reasonably acceptable to the Agent.

(y)    A letter addressed to the Arrangers from Ernst & Young stating Ernst &
       Young have performed certain procedures with respect to the arithmetic
       calculations in and logical connections between the Excel spreadsheets
       included in the Business Plan referred to in paragraph (aa) below and
       that Ernst & Young found no exceptions as a result of performing any of
       the procedures.

(z)    (i) Corporate formalities certificate in respect of each Irish Obligor
       signed by a director of each Irish Obligor and (ii) corporate formalities
       certificate in respect of each Belgian Guarantor signed by a director of
       each Belgian Obligor.

(aa)   The Business Plan, together with a letter (including a representation)
       addressed to the Agent from the Original Borrower in relation to the
       Business Plan.

(bb)   A letter of undertaking addressed to the Agent from the Ultimate
       Shareholder in relation inter alia to the City Enterprise Networks and
       the Web Hosting Centre Businesses.



                                       84
<PAGE>   101


    PART B - DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT FOR ANY
         ACCEDING GUARANTOR OR ACCEDING BORROWERS (AS THE CASE MAY BE)


1      A copy, certified as a true, complete and up-to-date copy by an
       Authorised Officer of the proposed Acceding Borrower or Acceding
       Guarantor, of the constitutional documents of such proposed Acceding
       Borrower or Acceding Guarantor amended to the extent required by the
       Agent.

2      A copy, certified as a true, complete and up-to-date copy by an
       Authorised Officer of the proposed Acceding Borrower or Acceding
       Guarantor, of the applicable resolutions of such proposed Acceding
       Borrower or Guarantor in the relevant jurisdiction approving the
       execution and delivery of a Deed of Borrower Accession or Deed of
       Guarantor Accession and any Security Documents to which it is party, the
       accession of such proposed Acceding Borrower or Acceding Guarantor to
       this Agreement and the Security Trust Deed and the performance of its
       obligations under the Agreement and the Security Documents to which it is
       a party and authorising a named person or persons to sign such Deed of
       Borrower Accession or Deed of Guarantor Accession, any other Security
       Document and any other documents to be delivered by such proposed
       Acceding Borrower or Acceding Guarantor pursuant thereto.

3      A certificate of an Authorised Officer of the proposed Acceding Borrower
       or Acceding Guarantor setting out the names and signatures of the person
       or persons authorised to sign, on behalf of such proposed Acceding
       Borrower or Acceding Guarantor, the Deed of Borrower Accession or Deed of
       Guarantor Accession, any other Security Documents to which it is a party
       and any other documents to be delivered by such proposed Acceding
       Borrower or Acceding Guarantor pursuant thereto.

4      If the proposed Acceding Borrower or Acceding Guarantor is incorporated
       in a jurisdiction other than England and Wales, a copy, certified a true
       copy by or on behalf of the proposed Acceding Borrower or Acceding
       Guarantor, of all consents, authorisations, licences and approvals
       required by such Acceding Borrower or Acceding Guarantor to authorise, or
       required by such Acceding Borrower or Acceding Guarantor in connection
       with the execution, delivery, validity, enforceability, admissibility in
       evidence of the relevant Deed of Borrower Accession or Deed of Guarantor
       Accession or Security Documents to which it is party and to enable the
       proposed Acceding Borrower or Acceding Guarantor to perform its
       obligations thereunder and under the Finance Documents.

5      If the proposed Acceding Borrower or Acceding Guarantor is incorporated
       in a jurisdiction other than England and Wales, an opinion of the Banks'
       local counsel in the relevant jurisdiction addressed to the Finance
       Parties in such form and substance so as to cover the same issues as were
       opined on in the legal opinions referred to in schedule 3 part A.

6      If the proposed Acceding Borrower or Acceding Guarantor is to become a
       Borrower or a Guarantor (as the case may be) and is incorporated in
       England and Wales, a letter from the Acceding Borrower or Acceding
       Guarantor to the agent confirming that such proposed Acceding Borrower or
       Acceding Guarantor is not prohibited by section 151 of the Companies Act
       1985 from entering into the Finance Documents and performing its
       obligations thereunder.

7      An opinion of Norton Rose addressed to the Finance Parties in such form
       and substance so as to cover the same issues as were opined on in the
       legal opinions referred to in schedule 3 part A.

8      If the proposed Acceding Borrower or Acceding Guarantor is incorporated
       in a jurisdiction other than England and Wales, evidence that the process
       agent specified in the relevant Finance Documents has agreed to act as
       its agent for the service of process in England.

9      A Share Security over the shares of the Acceding Guarantor, duly executed
       as a deed by the parties to it.

10     If applicable, share certificates and stock transfer forms executed in
       blank.

                                       85
<PAGE>   102

11     The proposed Acceding Borrower or Acceding Guarantor has given security
       over its relevant assets as requested by the Agent pursuant to clause
       12.1.22 (which may include, for the avoidance of doubt, a Pledge over
       Intercompany Receivables, a Pledge over Third Party Receivables, a Pledge
       over Group Accounts, Licence Securities, a PPE Security, a Security
       Provider's Deed of Accession).

12     A certificate of an Authorised Officer of the relevant Acceding Guarantor
       or Acceding Borrower confirming that utilisation of the Facility would
       not cause any borrowing or guarantee limit binding on the Acceding
       Guarantor or Acceding Borrower to be exceeded.

13     A copy of any other authorisation or other document, opinion or assurance
       which is necessary for the execution, delivery, validity and
       enforceability of the Deed of Guarantor Accession or Deed of Borrower
       Accession or any Finance Document to which it is party insofar as it is
       necessitated by the execution of the Deed of Guarantor Accession or Deed
       of Borrower Accession or any Security Document to which it is party.

14     A certificate of an Authorised Officer of the Original Borrower
       confirming that its constitutional documents have not been amended (or,
       if they have, enclosing a copy of the amended constitutional documents)
       and that all authorisations and resolutions authorising its appropriate
       officers to execute and deliver the Deed of Guarantor Accession or Deed
       of Borrower Accession are full force and effect.


                                       86
<PAGE>   103



                                   SCHEDULE 4
                         CALCULATION OF ADDITIONAL COST

1      The Additional Cost shall be calculated by the Agent in respect of each
       period for which it falls to be calculated in accordance with the
       following formula:

                         0.01F
                      Y  -----  =  per cent. per annum
                          100

      Where:

      F =     The amount of Sterling per (pound)1,000,000 of the fee
              base of an authorised institution payable to the Financial
              Services Authority per annum (disregarding any minimum fee payable
              under the Fees Regulations).

      Y =     The fraction of foreign currency liabilities taken into
              account under the Fees Regulations in calculating the fee base
              (disregarding any offset for claims on non-resident offices).

2      For the purposes of calculating the Additional Cost:

       (i)    the formula is applied on the first day of each period for which
              it falls to be calculated (and the result shall apply for the
              duration of such period);

       (ii)   each amount is rounded up to the nearest four decimal places; and

       (iii)  if the formula produces a negative percentage, the percentage
              shall be taken as zero.

3      If alternative or additional financial requirements are imposed by the
       Bank of England, the Financial Services Authority or any other United
       Kingdom governmental authority or agency which in the Agent's opinion
       (after consultation with the Banks) make the formulae (or either of them)
       no longer appropriate, the Agent shall be entitled by notice to the
       Original Borrower to stipulate such other formulae as shall be suitable
       to apply in substitution for the formulae. Any such other formulae so
       stipulated shall take effect in accordance with the terms of such notice.

4      In this schedule 4:

       "AUTHORISED" and "INSTITUTION" have the meanings given to those terms in
       the Banking Act 1987;

       "BANK OF ENGLAND ACT" means the Bank of England Act 1998;

       "ELIGIBLE INSTITUTION" has the meaning given to that term in schedule 2
       to the Bank of England Act;

       "ELIGIBLE LIABILITIES" has the meaning given to that term in the Cash
       Ratio Deposits (Eligible Liabilities) Order 1998 or the applicable
       substitute order made under the Bank of England Act as is in force on the
       date of application of the formulae;

       "FEE BASE" has the meaning given to that term in the Fees Regulations;

       "FEES REGULATIONS" means the Banking Supervision (Fees) Regulations 2000
       or the applicable substitute regulations made under the Bank of England
       Act as are in force on the date of application of the formulae; and

       "SPECIAL DEPOSITS" has the meaning given to that term by the Bank of
       England on the date of application of the formulae.


                                       87
<PAGE>   104



                                   SCHEDULE 5
                          FORM OF TRANSFER CERTIFICATE

BANKS ARE ADVISED NOT TO EMPLOY TRANSFER CERTIFICATES WITHOUT FIRST ENSURING
THAT THE TRANSACTION COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS,
INCLUDING THE FINANCIAL SERVICES ACT 1986 AND REGULATIONS MADE THEREUNDER.

To:    Deutsche Bank AG London
       Winchester House
       1 Great Winchester Street
       London EC2N 2DB

on its own behalf, as Agent for the Banks and on behalf of the Arrangers, the
Security Trustee, each GTS Creditor, each Obligor and each other party to the
Security Trust Deed.

Attention: Credit Administration Department                               [Date]

[NOTE: ALL TRANSFERS SHOULD BE NOTIFIED BY THE ORIGINAL BORROWER TO ANY IRISH OR
DANISH OBLIGORS AND ANY TRANSFEREE SHOULD HAVE ITS INTEREST NOTED ON THE SHARE
REGISTER OF ANY DANISH OBLIGOR]

                              Transfer Certificate

This Transfer Certificate relates to an agreement (as from time to time amended,
varied, extended, restated, refinanced or replaced, the "AGREEMENT") dated o
2000 between Global TeleSystems Europe Holdings BV as Original Borrower and
Guarantor (1), Global TeleSystems Europe B.V. as Immediate Shareholder and
Guarantor (2), the Subsidiaries of the Original Borrower whose respective names
and addresses are set out in part A of schedule 1 thereto as Original Guarantors
(3), Global TeleSystems Inc, as the Ultimate Shareholder (4), Deutsche Bank AG
London, Bank of America N.A. and Dresdner Bank AG as Arrangers (5), the banks
and financial institutions whose respective names and addresses are set out in
part B of schedule 1 thereto as Banks (6) Deutsche Bank AG London as Agent (7)
and Deutsche Bank AG London as Security Trustee (8). Terms defined in the
Agreement shall have the same meaning in this Transfer Certificate.

1      [Name of Existing Bank] (the "EXISTING BANK") (a) confirms the accuracy
       of the summary of its Commitment and Contribution in respect of the
       Revolving Credit Facility set out in the schedule to this Transfer
       Certificate; (b) requests [Transferee Bank] (the "TRANSFEREE") to accept
       and procure the transfer to the Transferee of the portion of such
       Commitment and Contribution specified in the schedule to this Transfer
       Certificate by counter-signing and delivering this Transfer Certificate
       to the Agent at its address for the service of notices specified in the
       Agreement and (c) further requests the Transferor to accept and procure
       the transfer to the Transferee of all its claims, rights and obligations
       under each Danish Share Security.

2      The Transferee requests the Agent (on behalf of itself and the other
       parties to the Security Trust Deed) to accept this Transfer Certificate
       as being delivered to the Agent pursuant to and for the purposes of
       clause 18.3 of the Agreement, so as to take effect in accordance with its
       terms on [date of transfer], (the "EFFECTIVE DATE").

3      The Agent (on behalf of itself and the other parties to the Security
       Trust Deed) confirms the transfer effected by this Transfer Certificate
       pursuant to and for the purposes of clause 18.3 of the Agreement so as to
       take effect in accordance with the terms thereof.

4      The Transferee confirms:

                                       88
<PAGE>   105

       (a)    that it has received a copy of each of the Finance Documents and
              other documentation and information required by it in connection
              with the transactions contemplated by this Transfer Certificate;

       (b)    that it has made its own assessment of the execution,
              effectiveness, adequacy, genuineness, validity, enforceability and
              admissibility in evidence of each of the Finance Documents and
              this Transfer Certificate and has not relied and will not rely on
              the Existing Bank or any statements made by the Existing Bank in
              that respect;

       (c)    that it has made and will continue to make its own appraisal of
              the creditworthiness of the Immediate Shareholder Group and the
              GTS Creditors and its own independent investigation of the
              financial condition, prospects and affairs of the Immediate
              Shareholder Group and the GTS Creditors and has not relied and
              will not rely on the Existing Bank, or any other Finance Party or
              any statement, opinion, forecast or other representation made by
              the Existing Bank or any other Finance Party in that respect;

       (d)    accordingly, none of the Existing Bank, the Agent, the Arrangers,
              the Security Trustee or any other Bank shall have any liability or
              responsibility to the Transferee in respect of any of the
              foregoing matters; and

       (e)    it is a Qualifying Bank.

5      Execution of this Transfer Certificate by the Transferee constitutes its
       representation to the Existing Bank and all other parties to the Finance
       Documents that it has power to become party to the Agreement and the
       Security Trust Deed as a Bank on the terms herein and therein set out and
       has taken all necessary steps to authorise execution and delivery of this
       Transfer Certificate.

6      The Existing Bank makes no representation or warranty and assumes no
       responsibility with respect to the legality, validity, effectiveness,
       adequacy or enforceability of each of the Finance Documents or any
       document relating thereto and assumes no responsibility for the financial
       condition of the Immediate Shareholder Group or any other party to any
       Finance Document or for the performance and observance by the Obligors,
       the GTS Creditors or any other such party of any of its obligations under
       any Finance Document or any document relating thereto and any and all
       such conditions and warranties, whether express or implied by law or
       otherwise, are hereby excluded.

7      The Transferee hereby undertakes to the Existing Bank, the GTS Creditors,
       the Obligors, the Security Trustee, the Arrangers and the Agent that it
       will perform in accordance with their terms all those obligations which
       by the respective terms of the Agreement and the Security Trust Deed will
       be assumed by it after acceptance of this Transfer Certificate by the
       Agent.

8      The Transferee acknowledges that the Existing Bank has no obligation to
       repurchase or reacquire any of the rights and obligations transferred by
       virtue of this Transfer Certificate or to support, indemnify or
       compensate the Transferee for any losses suffered by the Transferee as a
       consequence of the transfer effected by virtue of this Transfer
       Certificate.

9      This Transfer Certificate and the rights and obligations of the parties
       hereunder are governed by and shall be construed in accordance with
       English law.

Note:  This Transfer Certificate is not a security, bond, note, debenture,
       investment or similar instrument.

AS WITNESS the hands of the authorised signatories of the parties hereto on the
date appearing below.


                                       89
<PAGE>   106


                                  THE SCHEDULE


 Amount of outstanding          Maturity Dates             Portion transferred
 Advances and Currency




  Amount of                                                Portion transferred
  Commitment                                                      (euro)
    (euro)



                      Administrative Details of Transferee

Funding office:

Account for payments:

Telephone:

Telefax:

Attention:


[Existing Bank]                                      [Transferee]
By:                                                  By:
Date:                                                Date:

The Agent
By:

on its own behalf
and on behalf of the other parties to the Agreement and the Security Trust Deed

Date:


                                       90
<PAGE>   107



                                   SCHEDULE 6
    PART A - COMPLIANCE CERTIFICATE TO BE DELIVERED BY AN AUTHORISED OFFICER
                            OF THE ORIGINAL BORROWER




To:                 Deutsche Bank AG London
                    Winchester House
                    1 Great Winchester Street
                    London EC2N 2DB
                    (As Agent under the Agreement
                    as defined below)

                    Attention: Ronald Lane-Smith/Richard Peters
                    (Corporate Trust & Agency Services)

                                                                        [Date]


Dear Sirs,

(euro)300,000,000 TERM LOAN FACILITY AGREEMENT
DATED O, 2000 (AS FROM TIME TO TIME AMENDED, VARIED, EXTENDED, RESTATED,
REFINANCED OR REPLACED THE "AGREEMENT")

We refer to the Agreement and deliver this Certificate in respect of the Three
Month Period ended [SPECIFY LAST DAY OF MONTH] pursuant to clause 12.1.9(b)
thereof. Terms defined in the Agreement shall have the same meaning when used in
this Certificate.

We confirm the figures and ratios set out in the schedule based on the Quarterly
Management Accounts delivered to the Agent pursuant to clause 12.1.7 of the
Agreement in respect of the Three Month Period ended [                ]:

Accordingly, we confirm that [save as disclosed in this certificate] on [LAST
DAY OF MONTH] the Original Borrower was in compliance with those covenants
contained in clauses 13.1.1 to 13.1.3 inclusive of the Agreement which were
applicable as at such date.

We also confirm that the representations and warranties referred contained in
clause 11.1 of the Agreement (as adjusted in accordance with clause 11.3 of the
Agreement) are true and correct at the date hereof as if each was made with
respect to the facts and circumstances arising at the date hereof and that no
event or circumstance has occurred and is continuing which would constitute a
Default.

We further notify you that the following agreements are Principal Agreements for
the purposes of the Agreement [                ].

For and on behalf of

Global TeleSystems  Europe Holdings BV


--------------------------------------------------
Authorised Officer


                                       91
<PAGE>   108


                                  THE SCHEDULE

FIGURES
-------

     (i)   Consolidated Revenues of the Group adjusted as set out in clause
           13.1.1 of the Agreement in respect of the Three Month Period ended
           [                  ] were [                     ]
           [insert calculation details].

     (ii)  Consolidated Net Operating Cash Flow of the Group adjusted as set
           out in clause 13.1.2 of the Agreement in respect of the Three Month
           Period ended [            ] was [                ]
           [insert calculation details].

     (iii) Consolidated Capital Expenditure of the Group adjusted as set out in
           clause 13.1.3 of the Agreement in respect of the period from 1
           January 2001 to [                ] was [               ]
           [insert calculation details].










                                       92
<PAGE>   109


           PART B - ACCOUNTANTS REPORT TO BE DELIVERED BY THE AUDITORS
                       OF THE IMMEDIATE SHAREHOLDER GROUP

To:        Deutsche Bank AG London
           Winchester House
           1 Great Winchester Street
           London EC2N 2DB
           (As Agent under the Agreement
           as defined below)

           Attention: Ronald Lane-Smith/Richard Peters
           (Corporate Trust & Agency Services)

                                                                         [Date]


GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
(euro)300,000,000 TERM LOAN FACILITY AGREEMENT
DATED O, 2000 (AS FROM TIME TO TIME AMENDED, VARIED, EXTENDED, RESTATED,
REFINANCED OR REPLACED THE "AGREEMENT")

We have audited, in accordance with auditing standards generally accepted in the
United States, the financial statements of Global TeleSystems Europe B.V. and
Global TeleSystems Europe Holdings B.V. as of and for the year ended December
31, 20XX, and have issued our reports thereon dated March XX, 20XX and March XX,
20XX, respectively. Words and expressions defined in the Agreement shall have
the same meanings when used in this letter.

In addition, we have performed the procedures enumerated below, which were
agreed to by the Agent and management of Global TeleSystems Europe B.V., solely
to assist you in evaluating the accompanying Statement of Financial Covenants of
Global TeleSystems Europe Holdings B.V. for the year ended December 31, 200X.
This agreed-upon procedures engagement was performed in accordance with
attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of these procedures is solely the responsibility of
the specified users of the report. Consequently, we make no representation
regarding the sufficiency of the procedures described below either for the
purpose for which this report has been requested or for any other purpose.

We performed the following procedures:

1.     Compared the dollar amounts in the accompanying Statement of Financial
       Covenants to the amounts in the audited consolidated financial statements
       of Global TeleSystems Europe B.V. and Global TeleSystems Europe Holdings
       B.V. described in the introductory paragraph of this letter to the extent
       such amounts are included in or can be derived from such statements and
       found them to be in agreement;

2.     Proved the arithmetical accuracy of the Consolidated Revenues of the
       Group adjusted as set out in clause 13.1.1 of the Agreement;

3.     Proved the arithmetical accuracy of the Consolidated Net Operating Cash
       Flow of the Group adjusted as set out in clause 13.1.2 of the Agreement;
       and

4.     Proved the arithmetical accuracy of the Consolidated Capital Expenditure
       of the Group adjusted as set out in clause 13.1.3 of the Agreement.

The method of calculating the Financial Covenants is prescribed by Clauses
13.1.1; 13.1.2 and 13.1.3 of the Agreement.

We were not engaged to, and did not, perform an examination, the objective of
which would be the expression of an opinion on the accompanying Statement of
Financial Covenants. Accordingly, we do


                                       93
<PAGE>   110

not express such an opinion. Had we performed additional procedures, other
matters might have come to our attention that would have been reported to you.

This report is intended solely for the information and use of Banks party to the
Agreement and members of management of Global TeleSystems Europe B.V., and
should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.

























                                       94
<PAGE>   111



                                   SCHEDULE 7
                                    LICENCES
<TABLE>
<CAPTION>

 Location:                Type:
 ---------                -----
<S>                      <C>
 Austria                  Individual License - K 15/99-4

 Belgium                  Individual Licence - INFR/PL99/0007

 Denmark                  General Authorisation  without Notification,  Executive Order No. 581 dated July 6, 1999 on the
                          provision of Telecoms Networks and Services, part 1.1.5 and 1.5

 France                   Individual Licence - ECO19700673A and ECOI002009LA

 Germany                  Individual License, Class 3 -  97 03 00067A-C

 Italy                    Individual Licence

 Netherlands              General Authorisations with Registration - 900097, 900033, 900034 and 900595

 Spain                    Individual Licence, Type C1 - L-018/98

 Switzerland              Individual  License - Concession  No. 25510 0023,  modified on December 17, 1999 and  including
                          the  notification  to  OFCOM,  Switzerland,   dated  2  December  1999  (re:  Geneva)  and  the
                          notification to       OFCOM, Switzerland, dated 12 June 2000 (re: Zurich)

 United Kingdom           Individual License (PTO) - 3/1220/1/88
</TABLE>














                                       95
<PAGE>   112



                                   SCHEDULE 8
                      PART A - DEED OF GUARANTOR ACCESSION


To:           o  as Agent

From:         [ACCEDING GUARANTOR] and Global TeleSystems Europe Holdings BV

Date:         [                 ]

GLOBAL TELESYSTEMS EUROPE HOLDINGS BV $550,000,000 MULTI CURRENCY CREDIT
FACILITY AGREEMENT DATED O, 2000 (AS FROM TIME TO TIME AMENDED, VARIED,
EXTENDED, RESTATED, REFINANCED OR REPLACED THE "FACILITY AGREEMENT")

We refer to clause 10.18 of the Facility Agreement. Words and expressions
defined in the Facility Agreement have the same meanings when used in this Deed.

[NAME OF ACCEDING GUARANTOR] of [ADDRESS] (the "ACCEDING GUARANTOR") agrees to
become a Guarantor and to be bound by the terms of the Facility Agreement and
the Security Trust Deed as a Guarantor in accordance with clause 10.18 of the
Facility Agreement and clause 10.9 of the Security Trust Deed.

[Guarantee limitation language if necessary]

The address for notices of the Acceding Guarantor for the purposes of clause
20.1 of the Facility Agreement is:

[                   ]

This Deed is intended to be executed as a deed and is governed by English law.
Clause 21 of the Facility Agreement is incorporated in this Deed as if set out
in this Deed, mutatis mutandis.

[NEW GUARANTOR]                           GLOBAL TELESYSTEMS EUROPE HOLDINGS BV





Authorised Signatory                      Authorised Signatory

[Appropriate execution clause]            [Appropriate execution clause]

By:                                       By:


[AGENT]

[Appropriate execution clause]



By:



                                       96
<PAGE>   113


                       PART B - DEED OF BORROWER ACCESSION


To:           o  as Agent

From:         [ACCEDING BORROWER] and Global TeleSystems Europe Holdings BV

Date:         [                 ]

GLOBAL TELESYSTEMS EUROPE HOLDINGS BV $550,000,000 MULTI CURRENCY REVOLVING
CREDIT FACILITY AGREEMENT DATED O, 2000 (AS FROM TIME TO TIME AMENDED, VARIED,
EXTENDED, RESTATED, REFINANCED OR REPLACED THE "FACILITY AGREEMENT")

We refer to clause 3.5 of the Facility Agreement. Words and expressions defined
in the Facility Agreement have the same meanings when used in this Deed.

[NAME OF ACCEDING RESTRICTED SUBSIDIARY] of [ADDRESS] (the "ACCEDING RESTRICTED
SUBSIDIARY") agrees to become a Borrower and to be bound by the terms of the
Facility Agreement and the Security Trust Deed as a Borrower in accordance with
clause 3.5 of the Facility Agreement and clause 10.9 of the Security Trust Deed.

The address for notices of the Acceding Borrower Subsidiary for the purposes of
clause 20.1 of the Facility Agreement is:

[                      ]

This Deed is intended to be executed as a deed and is governed by English law.
Clause 21 of the Facility Agreement is incorporated in this Deed as if set out
in this Deed, mutatis mutandis.

[NEW BORROWER]                            GLOBAL TELESYSTEMS EUROPE HOLDINGS BV





Authorised Signatory                      Authorised Signatory

[Appropriate execution clause]            [Appropriate execution clause]
By:                                       By:


[AGENT]

[Appropriate execution clause]



By:











                                       97
<PAGE>   114





                                   SCHEDULE 9


                      FORM OF QUARTERLY MANAGEMENT ACCOUNTS

                         GLOBAL TELESYSTEMS EUROPE B.V.
                      CONDENSED CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>

                                                                     Current
                                                                      Period
                                                                    -----------
<S>                                                                <C>
                                   ASSETS
CURRENT ASSETS
  Cash and cash equivalents
  Restricted cash
  Accounts receivable, net
  Other current assets
                                                                    -----------
       TOTAL CURRENT ASSETS
Property and equipment, net
Goodwill and intangible assets, net
Other non-current assets
                                                                    -----------
       TOTAL ASSETS
                                                                    ===========


                        LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable and accrued expenses
  Deferred Revenue
  Current portion of capital lease obligations
                                                                    -----------
       TOTAL CURRENT LIABILITIES

Long-term debt, less current portion
Long-term portion of capital lease obligations
Deferred revenue and other non-current liabilities
                                                                    -----------
       TOTAL LIABILITIES
SHAREHOLDERS' EQUITY
   Common stock, 1000 guilders par value (297,000 shares
       authorised; 200,316 shares issued and outstanding)
   Additional paid-in capital
   Accumulated other comprehensive loss
   Accumulated deficit
                                                                    -----------
       TOTAL SHAREHOLDERS' EQUITY
                                                                    -----------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                    ===========
</TABLE>



                                       98
<PAGE>   115



                         GLOBAL TELESYSTEMS EUROPE B.V.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                        Three Months
                                                            Ended
                                                        ------------
<S>                                                     <C>
Revenues
Operating expenses:
    Access and network services
    Selling, general and administrative
    Depreciation and amortisation
Total operating expenses
                                                         -----------
Income from operations Other expense:
   Interest, net
   Foreign currency losses
   Other expenses
                                                         -----------

Net loss before income taxes
Income taxes
                                                         -----------
Net loss before income taxes
                                                         ===========
</TABLE>



                         GLOBAL TELESYSTEMS EUROPE B.V.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                              Three Months
                                                                                 Ended
                                                                              ------------
<S>                                                                           <C>
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
INVESTING ACTIVITIES
   Purchases of property and equipment
   Restricted cash
   Acquisitions, net of cash acquired
                                                                               -----------
NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES
   Proceeds from debt
   Repayments of debt
   Payment of debt issuance costs
   Due to affiliated companies, net
                                                                               -----------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES

Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
                                                                               -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                                                                               -----------
   Capitalisation of leases
                                                                               ===========
</TABLE>



                                       99
<PAGE>   116



                                      GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
                                       CONDENSED CONSOLIDATED BALANCE SHEET



<TABLE>
<CAPTION>

                                                                             Current
                                                                              Period
                                                                           -------------
<S>                                                                        <C>
                                      ASSETS
CURRENT ASSETS
  Cash and cash equivalents
  Restricted cash
  Accounts receivable, net
  Other current assets
                                                                           -------------
       TOTAL CURRENT ASSETS
Property and equipment, net
Goodwill and intangible assets, net
Other non-current assets
                                                                           -------------
       TOTAL ASSETS
                                                                           =============


                              LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts Payable and accrued expenses
   Deferred Revenue
   Due to Affiliated Companies - Short-term
   Current portion of capital lease obligations
                                                                           -------------
       TOTAL CURRENT LIABILITIES

Long-term debt, less current portion
Long-term portion of capital lease obligations
Deferred revenue Intercompany Loans - Long-term
Other non-current liabilities
                                                                           -------------
       TOTAL LIABILITIES
SHAREHOLDERS' EQUITY
   Common stock, 1000 guilders par value (297,000 shares authorised; 200,316
       shares issued and outstanding)
   Additional paid-in capital
   Accumulated other comprehensive loss
   Accumulated deficit
                                                                           -------------
       TOTAL SHAREHOLDERS' EQUITY
                                                                           -------------
       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                           =============
</TABLE>




                                      100
<PAGE>   117



                     GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>

                                                               Three Months
                                                                  Ended
                                                               ------------
<S>                                                            <C>
Revenues
Operating expenses:
    Access and network services
    Selling, general and administrative
    Depreciation and amortisation
Total operating expenses
                                                               ------------
Income from operations Other expense:
   Interest, net
   Foreign currency losses
   Other expenses
                                                               ------------

Net loss before income taxes
Income taxes
                                                               ------------
Net loss before income taxes
                                                               ============
</TABLE>





                                      101
<PAGE>   118



                     GLOBAL TELESYSTEMS EUROPE HOLDINGS B.V.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                        Three Months
                                                                                           Ended
                                                                                        ------------
<S>                                                                                    <C>
NET CASH PROVIDED BY/(USED IN) OPERATING ACTIVITIES
INVESTING ACTIVITES
   Purchases of property and equipment
   Restricted cash
   Acquisitions, net of cash acquired
                                                                                        ------------
NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES
   Proceeds from debt
   Repayments of debt
   Payment of debt issuance costs
   Due to affiliated companies, net
                                                                                        ------------
NET CASH PROVIDED BY/(USED IN) FINANCING ACTIVITIES

Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
                                                                                        ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                                                                                        ------------
   Capitalisation of leases
                                                                                        ============

</TABLE>




                                      102
<PAGE>   119

                                  SCHEDULE 10

                  DISCLOSURES AGAINST CLAUSE 11.1.6 AND 11.2.5



FRANCE

On March 26, 1999, the Immediate Shareholder initiated a procedure opposing the
amount of the 1998 license fee imposed by the French regulator as, among other
things, contrary to Article 11 of EC Directive 97/13 which requires license fees
to cover only the administrative cost of managing a license. On September 23,
1999, the French Regulator informed the Immediate Shareholder that it had
rejected the Immediate Shareholder's position. On November 24, 1999, the
Immediate Shareholder filed a complaint before the French administrative
tribunal opposing the license fee.

On February 25, 2000, the Immediate Shareholder initiated a procedure opposing
the amount of the 1999 license fee imposed by the French regulator for the same
reasons stated above. After the Immediate Shareholder's position was rejected by
the French regulator on April 14, 2000, the Immediate Shareholder filed a
complaint before the French administrative tribunal on June 16, 2000.

Neither of these proceedings, regardless what the outcome may be, will have any
effect on the validity of the license or the rights granted by the license.
Under French law, the Immediate Shareholder would not be required to pay the
license fee until such time as a ruling by the French administrative court is
issued. If the Immediate Shareholder's claim is rejected in a final
non-appealable judgment, it will only be required to pay the full amount of the
license fee in France.

GERMANY

In Germany the Immediate Shareholder has opposed the amount of the license fee
imposed by the German regulator as, among other things, contrary to Article 11
of EC Directive 97/13 which requires license fees to cover only the
administrative cost of managing a licence. The Immediate Shareholder lodged an
appeal before the administrative court on March 29, 2000.

This proceeding, regardless what the outcome may be, will not have any effect on
the validity of the license or the rights granted by the license. If the
Immediate Shareholder's claim is rejected in a final non-appealable judgment,
the Immediate Shareholder will not be required to make any additional payments
because, in accordance with German law, it paid the license fee prior to the
appeal.






                                      103
<PAGE>   120

                                  SCHEDULE 11

                               PERMITTED DISPOSALS


(1)    The liquidation of GTS Business Services (Portugal) LDA, GTS Carrier
       Services (Vienna) GmbH, GTS Carrier Services (Denmark) Ltd., provided
       that the relevant company at all times remains dormant.

(2)    The liquidation of GTS Carrier Services (France) sarl provided that it
       has previously transferred all of its assets to a member of the Group.

(3)    The transfer of Global TeleSystems (Austria) GmbH, GTS Italia Srl and GTS
       Slovakia s.r.o. from the Immediate Shareholder to the Original Borrower.

(4)    The merger of Global TeleSystems (Denmark) AS with Ebone AS provided that
       the conditions set out in clause 12.2.2 are satisfied.

(5)    The merger of GTS Support Services (Belgium) B.V.B.A. with GTS Network
       Services (Belgium) B.V.B.A. provided that the conditions set out in
       clause 12.2.2 are satisfied.

(6)    The disposal of the net assets of GTS Carrier Services (Italy) Srl to GTS
       Italia Srl and the subsequent disposal of such assets from GTS Italia Srl
       back to GTS Carrier Services (Italy) Srl.

(7)    The disposal of the net assets of GTS Carrier Services (Czech) s.r.o.
       from the Original Borrower to Czechnet and the subsequent liquidation of
       the transferor provided that such company is then dormant.

(8)    DC203144: Convention Cadre definissant les conditions generales
       d'occupation du domaine public de la Ville de Paris ("Framework Agreement
       defining the general conditions of using public rights of way in Paris")
       between Ville de Paris and Global TeleSystems Europe BV dated February
       21, 2000. This is a right of way which will be transferred to GTS Omnicom
       S.A. as it is used for Paris CEN purposes only.





                                      104
<PAGE>   121


                                  SCHEDULE 12

                        DISCLOSURES AGAINST CLAUSE 3.6.2


1.     Jakinarazpena/Notificacion dated December 23, 1998 for Canalizacion
       Subterranea Y Cableado de Fibra Optica Para Telecomunicaciones, granted
       by the Diputacion Foral de Gipuzkoa: The Spanish authorities will be
       notified of the transfer of this right of way immediately following the
       transfer of the Spanish license to GTS Network (Ireland) Ltd. but the
       Obligors cannot guarantee that such authorities will not require that
       other procedures be followed.

2.     Grant of Wayleave from Suffolk Coastal District Council: There is
       currently a dispute with the Council over the amount of compensation to
       be paid for a right of way across land and beach at Aldeburgh, Suffolk.
       Although an oral settlement with the Council has been reached, the
       settlement papers have not yet been signed. In the event that settlement
       is not reached, this dispute will proceed to trial. It is anticipated
       that in such event the right of way will only be transferable upon
       conclusion of the proceedings.










                                      105
<PAGE>   122





                                  SCHEDULE 13

                            BUSINESS SERVICES ASSETS
<TABLE>
<CAPTION>

ASSET                          SELLER                      PURCHASER                   CONSIDERATION
-----                          ------                      ---------                   -------------
<S>                            <C>                        <C>                          <C>
Low Order Transmission         GTS Network (Ireland)       Various Esprit Entities     Cash or Assets
Equipment - 175 Alcatel 1641   Limited
ADMs

4 DCN IP Routers               GTS Network (Ireland)       Various Esprit Entities     Cash or Assets
                               Limited

2 Cisco VoIP routers           GTS Network (Ireland)       Global TeleSystems (UK)     Cash or Assets
                               Limited                     Limited

Shares in Global TeleSystems   Global TeleSystems Europe   the newly formed company    Shares in Esprit Newco
(Nederland) B.V.               Holdings B.V.               which will own 100 per
                                                           cent. of the share
                                                           capital of Global
                                                           TeleSystems (Europe)
                                                           Limited following the
                                                           Esprit Restructuring

Shares in Global TeleSystems   Ebone A/S                   the newly formed company    Shares in Esprit Newco
(Denmark) AS                                               which will own 100 per
                                                           cent. of the share
                                                           capital of Global
                                                           TeleSystems (Europe)
                                                           Limited following the
                                                           Esprit Restructuring

Shares in Global TeleSystems   Global TeleSystems Europe   the newly formed company    Shares in Esprit Newco
(Sverige) AB                   Holdings B.V.               which will own 100 per
                                                           cent. of the share
                                                           capital of Global
                                                           TeleSystems (Europe)
                                                           Limited following the
                                                           Esprit Restructuring

Shares in GTS Italia Srl       Global TeleSystems Europe   Attika Telecommunications   Cash or Assets
                               Holdings B.V.               plc (or another third
                                                           party)

</TABLE>












                                      106
<PAGE>   123

                                  SCHEDULE 14

                             CENTRAL EUROPEAN GROUP


























                                      107
<PAGE>   124




                                   SCHEDULE 3
                 WAIVERS AND CONSENTS TO THE PRINCIPAL AGREEMENT

       (CLAUSES REFER TO THE PRINCIPAL AGREEMENT UNLESS OTHERWISE STATED)

1    Clause 13.3     The breach (if any) of such clause in respect of the
                     Quarter Day 31 December 2000 shall be waived.

2    Clause 12.2.8   The Banks consent to:
                     (A)  the acquisition by the relevant members of the Group
                          of the assets set out in schedule 5(A).

                     (B)  the acquisition of the shares of the Ultimate
                          Shareholder in Golden Telecom by the Original
                          Borrower as set out in clause 4.11 of this
                          Supplemental Agreement.

                     (C)  the acquisition of the shares of the new company
                          incorporated in The Netherlands referred to in
                          clause 4.12 by the Original Borrower.

                     for the following consideration: (a) first, a reduction of
                     $81 million in the payables owed to Ebone Broadband
                     Services Limited or other members of the Group (other than
                     the Golden Telecom Group and the Central European Group) by
                     other members of the Ultimate Shareholder Group (other than
                     Esprit) and (b) secondly, the agreement by the Original
                     Borrower to pay, under an intercompany loan agreement, to
                     the Ultimate Shareholder the balance of the fair market
                     value for the acquisitions described in (A), (B) and (C),
                     provided that no amount of principal or interest in respect
                     thereof is payable whilst any amount is outstanding or
                     capable of becoming outstanding under the Restated
                     Agreement.

3    Clause 12.2.8   The Banks consent to the acquisition by the relevant
                     members of the Group of the assets set out in schedule 5(B)
                     in consideration for a discharge of $43 million payables
                     owed by Esprit to members of the Group.

4    Clause 12.2.5   The breach (if any) of clause 12.2.5 as a result of the
                     payables which are created pursuant to the transactions
                     described in 2 above shall be waived.

5    Clause 12.2.9   The breach (if any) of clause 12.2.9 as a result of the non
                     payment by Esprit and the Ultimate Shareholder Group of the
                     payables owed to Ebone Broadband Services Limited or other
                     members of the Group (other than the Golden Telecom Group
                     and the Central European Group) which are to be discharged
                     as set out under paragraph 2 above shall be waived.

6    Clause 12.2.3   The Banks consent to the disposal by the Group of the
                     Business Services Assets as part of the Esprit
                     Restructuring for the consideration set out in schedule 13
                     of the Restated Agreement provided that the only third
                     party recourse to a member of the Group in relation to the
                     Business Services Assets or, in the case of a Company, the
                     obligations of such company following such disposal is in
                     relation to the transfer of the Business Service Assets;


<PAGE>   125

7    Clause 11.1.8   Any breach of such representation to the extent
                     attributable to events or circumstances existing prior to
                     the Effective Date, which events and circumstances have
                     been notified to the Banks in writing by the Original
                     Borrower prior to the date of this Supplemental Agreement;

8    Clause 6.2(c)   The Banks consent to variations to the terms of agreements
     of the Dutch    relating to the Intercompany Receivables (other than the
     Pledge of       Intercompany Loan Agreement) to allow amounts to be repaid
     Intercompany    and reborrowed thereunder following the Effective Date.
     Receivables     Capitalised terms have the meanings used in the Dutch
                     Pledge of Intercompany Receivables.

9    Clause 10.18.2  The Banks consent to Global TeleSystems (Nederland) B.V.
                     not becoming an Acceding Guarantor subject to the terms of
                     the proviso to paragraph 5 above.







<PAGE>   126



                                   SCHEDULE 4
                              CONDITIONS PRECEDENT


1      A certificate from an Authorised Officer of the Original Borrower
       confirming that the constitutive documents of each Obligor (prior to the
       Effective Date), the Immediate Shareholder and the Ultimate Shareholder
       have not been amended from the forms delivered to the Agent pursuant to
       the Principal Agreement or, if they have been amended, attaching a copy
       certified to be a true, complete and up-to-date copy of the amended
       constitutive documents;

2      A copy, certified as a true copy by an Authorised Officer of each
       Obligor and the Immediate Shareholder, of resolutions of the relevant
       boards, committees and/or bodies of the shareholders of each Obligor and
       the Immediate Shareholder evidencing approval of this Supplemental
       Agreement and, in the case of any Obligors which are party to any of the
       documents described at paragraphs 9 and 10, the documents to which it is
       a party and authorising its appropriate officers to execute and deliver
       this Supplemental Agreement and, in the case of any Obligors which are
       party to any of the documents described at paragraphs 9 and 10, the
       documents to which it is a party and to give all notices and take all
       other action required by the relevant Obligor and the Immediate
       Shareholder under this Supplemental Agreement and, in the case of any
       Obligors which are party to any of the documents described at paragraphs
       9 and 10, the documents to which it is a party;

3      Specimen signatures, authenticated by an Authorised Officer of the
       Obligor, the Immediate Shareholder, the Ultimate Shareholder and GTS
       European Telecommunications Corp of the persons authorised in the
       resolutions of the Board of Directors or equivalent, referred to in
       paragraph 2 above and paragraphs 12 and 15 below;

4      A copy, certified as a true copy by an Authorised Officer of the
       Immediate Shareholder, the relevant Obligor, of all consents,
       authorisations, licences and approvals required by the Immediate
       Shareholder or the relevant Obligor in connection with the execution,
       delivery, validity, enforceability and admissibility in evidence of this
       Supplemental Agreement and, in the case of any Obligors which are party
       to any of, the documents described at paragraphs 9 and 10, the documents
       to which it is a party and the performance by (as the case may be) the
       Immediate Shareholder or the relevant Obligor (as the case may be) of
       their respective obligations under the Supplemental Agreement and, in the
       case of any Obligors which are party to any of the documents described at
       paragraphs 9 and 10, the documents to which it is a party.

5      An opinion of Norton Rose London (in respect of this Supplemental
       Agreement and the document described at paragraph 10 below), Shearman &
       Sterling (in respect of this Supplemental Agreement and the documents
       described at 7, 8 and 11 below), Robert Ryan & Associates (in respect of
       this Supplemental Agreement and the document described at paragraph 10
       below), Gorrisen Federspiel (in respect of this Supplemental Agreement
       only), Nauta Dutilh (in respect of this Supplemental Agreement and the
       deed of accession documents described at paragraphs 8 and 9 below),
       Huysmans Trenite Van Doorne (in respect of this Supplemental Agreement
       and the documents described at paragraph 9 below).

6      A copy, certified as a true copy by an Authorised Officer of the
       Original Borrower of a letter from each agent for receipt of service of
       process accepting its appointment under this Supplemental Agreement and
       under the English law documents described at paragraphs 8 and 9 below.

7      Share Securities over the shares of each of (i) GTS-Hungaro, Inc., (ii)
       GTS-Hungary Holding, Inc., (iii) GTS-Poland, Inc., (iv) GTS-Czech, Inc.,
       (v) GTS-Bulgaria, Inc. and (vi) GTS-Romania, Inc., duly executed and
       delivered by GTS European Telecommunications Corp.

8      A Guarantee and a Security Provider's Deed of Accession, each duly
       executed and delivered by GTS European Telecommunications Corp.

<PAGE>   127

9      A Pledge of Group Accounts and a Security Provider's Deed of
       Accession each duly executed by GTS Network Services (Belgium) B.V.B.A.,
       together with evidence that the notice described in clause 2.2 of the
       Pledge of Group Accounts has been delivered.

10     The proceeds of the assets which are the subject of the Charge over
       Shares in the Fidelity Institutional Cash Fund plc dated 19 September
       2000 having been transferred to an account of GTS Network (Ireland)
       Limited with Deutsche Bank AG London and GTS Network (Ireland) Limited
       having executed a charge over such account, together with duly executed
       copies of notices and acknowledgements from and to the Account Bank
       referred to therein.

11     A Deed of Subordination, an Assignment of Shareholder Loans and a
       Security Provider's Deed of Accession with respect to the payments to the
       Ultimate Shareholder of the intercompany loan referred to in paragraph
       2(b) of schedule 3 and a US Charge over Account, duly executed by the
       Ultimate Shareholder, together with confirmation in the Shearman and
       Sterling legal opinion that the execution, delivery and performance by
       the Ultimate Shareholder of its obligations under the documents described
       in this paragraph 11 will not breach, conflict with or result in a
       default under the indentures in respect of the High Yield Securities.

12     A copy, certified as a true copy by an Authorised Officer of the
       Ultimate Shareholder, of resolutions by the relevant boards and/or
       committees of the Ultimate Shareholder evidencing approval of this
       Supplemental Agreement, the documents described in paragraph 11 above and
       the transfer of all assets described at schedule 5(A) and authorising its
       appropriate officers to execute and deliver this Supplemental Agreement,
       the documents described in paragraph 11 above and all documents required
       to transfer of all assets described at schedule 5(A) and take all other
       action required by the Ultimate Shareholder of its obligations under this
       Supplemental Agreement, the documents described in paragraph 11 above and
       to transfer of all assets described at schedule 5(A).

13     A copy, certified as a true copy by an Authorised Officer of the
       Ultimate Shareholder of all consents, authorisations, licences and
       approvals required by the Ultimate Shareholder in connection with the
       execution, delivery, validity, enforceability and admissibility in
       evidence of this Supplemental Agreement, the documents described in
       paragraph 11 above and the transfer of all assets described at schedule
       5(A) and the performance by the Ultimate Shareholder of its obligations
       under this Supplemental Agreement, the documents described in paragraph
       11 above and in order to transfer of all assets described at schedule
       5(A).

14     A copy, certified as a true, complete and up-to-date copy by an
       Authorised Officer of the Ultimate Shareholder of the constitutive
       documents of GTS European Telecommunications Corp and GTS-Hungaro, Inc.,
       GTS-Hungary Holding, Inc., GTS-Poland, Inc., GTS-Czech, Inc.,
       GTS-Bulgaria, Inc. and GTS-Romania, Inc.

15     A copy, certified as a true copy by an Authorised Officer of GTS
       European Telecommunications Corp, of resolutions of the relevant boards
       and/or committees of the shareholders of GTS European Telecommunications
       Corp evidencing approval of the documents described at paragraphs 7 and 8
       above and authorising its appropriate officers to execute and deliver the
       documents described at paragraphs 7 and 8 above and take all other action
       required by the GTS European Telecommunications Corp under the documents
       described at paragraphs 7 and 8 above;

16     A copy, certified as a true copy by an Authorised Officer of the
       Ultimate Shareholder or (as the case may be) GTS European
       Telecommunications Corp of all consents, authorisations, licences and
       approvals required by GTS European Telecommunications Corp in connection
       with the execution, delivery, validity, enforceability and admissibility
       in evidence of the documents described at paragraphs 7 and 8 above and
       the performance by GTS European Telecommunications Corp of its
       obligations under the documents described at paragraphs 7 and 8 above to
       which it is a party.

17     A Certificate of an Authorised Officer of GTS European Telecommunications
       Corp. confirming that the Utilisation of the Facility will not cause any
       borrowing or guarantee limit binding on GTS European Telecommunications
       Corp to be exceeded.
<PAGE>   128

18     Share Certificates and duly executed stock transfer forms (with the name
       of the transferee left blank) in respect of GTS-Hungaro, Inc.,
       GTS-Hungary Holding, Inc., GTS-Poland, Inc., GTS-Czech, Inc.,
       GTS-Bulgaria, Inc. and GTS-Romania, Inc.

19     The Golden Telecom Sale and Purchase Agreement having been executed and
       delivered by all parties thereto, together with a copy of the fairness
       opinion delivered to the Ultimate Shareholder by CSFB in relation to the
       value of the Ultimate Shareholder's shares in Golden Telecom, Inc.

20     In respect of the Licences granted to or which were in the name of the
       Immediate Shareholder, copies, certified to be true, up-to-date and
       complete copies by an Authorised Officer of the Original Borrower of
       either new Licences granted to Obligors and/or transfer documents
       transferring unconditionally the Licences to Obligors.

21     Corporate formalities certificates in respect of (i) each Obligor
       incorporated in Ireland signed by a director of each Irish Obligor and
       (ii) each Obligor incorporated in Belgium signed by a director of each
       Belgian Obligor.

22     A certificate from Ernst & Young as auditors to the Group for the
       purposes of sections 34 and 25 of the Irish Companies Act 1990.

23     The Immediate Shareholder having paid all its cash (or equivalent)
       balances to the Original Borrower to the credit of an account in the name
       of the Original Borrower with Deutsche Bank AG London, save for balances
       not exceeding (euro)1,000,000 in aggregate and the Group Permitted Cash
       Balances.

24     The asset transfer agreements in respect of the shares of Global
       TeleSystems (Luxembourg) Sarl, Netcom Holdings Limited, GTS eSolutions,
       LLC and Global TeleSystems Property Limited required to be delivered
       pursuant to clause 4.8 of this Supplemental Agreement, together with the
       share certificates of each such company and copies of the stock transfer
       forms of each such company with the name of Global TeleSystems Europe
       Holdings B.V. completed as transferee, duly executed by the seller of
       such shares named at schedule 5(A).

















<PAGE>   129












                                  SCHEDULE 5(A)
                             GTS INC. ASSET TRANSFER

<TABLE>
<CAPTION>

SELLER                                  PURCHASER                             ASSETS
------                                  ---------                             ------
<S>                                     <C>                                  <C>
FRANCE
GTS Access Services (France) Sarl       GTS Network (Ireland) Limited         Paris CEN Assets

LUXEMBOURG
GTS Benelux BV                          Global TeleSystems Europe Holdings    Transfer of shares in Global
                                        BV                                    TeleSystems (Luxembourg) sarl

UK
Global TeleSystems Inc                  Global TeleSystems Europe Holdings    Transfer of shares in Netcom
                                        BV                                    Holdings Limited

USA
GTS Carrier Services Inc                Ebone (North America) Inc             PoP

Global TeleSystems Inc                  Global TeleSystems Europe Holdings    Transfer of shares in GTS
                                        BV                                    eSolutions, LLC

CENTRAL EUROPE
Entities within the Central European    Subsidiaries of the Original          Fibre, cable, duct and equipment
Group                                   Borrower                              in Central Europe
</TABLE>




<PAGE>   130


                                  SCHEDULE 5(B)
                              ESPRIT ASSET TRANSFER
<TABLE>
<CAPTION>

SELLER                                  PURCHASER                             ASSETS
------                                  ---------                             ------
<S>                                     <C>                                  <C>
BELGIUM
GTS (Belgium) SA                        GTS Network Services (Belgium) BVBA   National Data Contracts

GTS (Belgium) SA                        Ebone Broadband Services Limited      International Data Contracts and
                                                                              Internet Direct

DENMARK
GTS (Denmark) AS                        Ebone AS                              Data Contracts;


                                                                              Employees

FRANCE
GTS Omnicom                             GTS Carrier Services France sarl      Data Contracts;


                                                                              PoP (BS to Ebone);


                                                                              Network Management Services (Ebone
                                                                              to BS);


                                                                              Employees

GTS Omnicom                             GTS Network (Ireland) Limited         Paris CEN Assets

Esprit Telecom France SA                GTS Network (Ireland) Limited         Paris CEN Assets

GERMANY
Global TeleSystems Netzwerk GmbH &      GTS Network (Ireland) Limited         Berlin CEN Assets
Co.KG


GTS (Deutschland) GmbH                  Ebone (Germany) GmbH                  Data Contracts;


                                                                              PoP (BS to Ebone);


                                                                              Employees;


                                                                              Office space

IRELAND
GTS BS (Ireland) Limited                Ebone Broadband Services Limited      Data Contracts;


                                                                              Employees
</TABLE>

<PAGE>   131

<TABLE>
<CAPTION>

SELLER                                  PURCHASER                             ASSETS
------                                  ---------                             ------
<S>                                     <C>                                  <C>
NORWAY
Global TeleSystems Group (Norge) AS     Global TeleSystems Norge AS           Data Contracts;


                                                                              Employees

SPAIN
GTS (Espagna) SA                        GTS Network (Ireland) Limited         Madrid CEN Assets


                                                                              Barcelona CEN Assets

GTS (Espagna) SA                        GTS Carrier Services (Spain) SL       Data Contracts;


                                                                              Employees;


                                                                              PoP (BS to Ebone)

SWEDEN
GTS (Sverige) AB                        GTS Carrier Services (Sweden) AB      Data Contracts;


                                                                              Employees

SWITZERLAND
GTS Business Services (Switzerland)     GTS Carrier Services (Switzerland)    Data Contracts;
GmbH                                    GmbH

                                                                              Employees;


                                                                              PoP Space (BS to Ebone)


                                                                              Office space

UK
Global TeleSystems (UK) Limited         GTS Carrier Services (UK) Limited     Data Contracts;


                                                                              Employees

Global TeleSystems (UK) Limited         Ebone Broadband Services Limited      Transfer of certain international
                                                                              Data contracts

Esprit Telecom Networks Limited         Ebone Broadband Services Limited      International Data contracts

Global TeleSystems (Europe) Limited     GTS Carrier Services (UK) Limited     Employees

Global TeleSystems (Europe) Limited     Global TeleSystems Europe Holdings    Transfer of shares in Global
                                        BV                                    TeleSystems Property Limited
                                                                              (Shaftesbury Avenue)
</TABLE>



<PAGE>   132



<TABLE>
<CAPTION>

SELLER                                  PURCHASER                             ASSETS
------                                  ---------                             ------
<S>                                     <C>                                  <C>
Global TeleSystems (UK) Limited         GTS Network (Ireland) Ltd             London CEN Assets

PAN  EUROPEAN   FIBRE  AND   EQUIPMENT
ASSETS
Various Esprit Entities                 Subsidiaries    of   the    Original  Sundry  Fibre and  Equipment  which
                                        Borrower                              may have been purchased  locally or
                                                                              was  previously   owned  by  Esprit
                                                                              entities.


                                                                              Maintenance contracts


                                                                              Utility contracts


                                                                              Various   POPs   and    co-location
                                                                              agreements


                                                                              Various permits and rights of use
</TABLE>




<PAGE>   133




THE IMMEDIATE SHAREHOLDER, SECURITY PROVIDER AND GUARANTOR
----------------------------------------------------------

SIGNED for and on behalf of                 )
GLOBAL TELESYSTEMS                          )        MAURICE WOOLF
EUROPE B.V.                                 )
by:                                         )



THE ORIGINAL BORROWER
---------------------

SIGNED for and on behalf of                 )
GLOBAL TELESYSTEMS EUROPE                   )        STEPHEN BAUS
HOLDINGS B.V.                               )
by:                                         )



THE ULTIMATE SHAREHOLDER
------------------------

SIGNED for and on behalf of                 )
GLOBAL TELESYSTEMS, INC.                    )        GRIER RACLIN
by:                                         )



THE ARRANGERS
-------------

SIGNED for and on behalf of                 )
BANC OF AMERICA                             )        RICHARD WOODS
SECURITIES LIMITED                          )
by:                                         )



SIGNED for and on behalf of                 )        ALISON HOWE
DEUTSCHE BANK AG LONDON                     )
by:                                         )        MARTIN FLAHERTY



SIGNED for and on behalf of                 )        ALASTAIR MACDONALD
DRESDNER BANK AG LONDON BRANCH              )
by:                                         )        PATRICK JACOBS



THE BANKS
---------

SIGNED for and on behalf of                 )
BANK OF AMERICA, N.A.                       )        RICHARD WOODS
by:                                         )



SIGNED for and on behalf of                 )        ALISON HOWE
DEUTSCHE AG LONDON BRANCH                   )
by:                                         )        MARTIN FLAHERTY

<PAGE>   134

SIGNED for and on behalf of                 )        ALASTAIR MACDONALD
DRESDNER BANK AG LONDON BRANCH              )
by:                                         )        PATRICK JACOBS



THE AGENT
---------

SIGNED for and on behalf of                 )        ALISON HOWE
DEUTSCHE BANK AG LONDON                     )
by:                                         )        MARTIN FLAHERTY



THE SECURITY TRUSTEE
--------------------

SIGNED for and on behalf of                 )        ALISON HOWE
DEUTSCHE BANK AG LONDON                     )
by:                                         )        MARTIN FLAHERTY



THE WORKING CAPITAL BANK
------------------------

SIGNED for and on behalf of                 )        ALISON HOWE
DEUTSCHE BANK AG LONDON                     )
by:                                         )        MARTIN FLAHERTY



GUARANTORS
----------

SIGNED for and on behalf of                 )
EBONE A/S                                   )        MAURICE WOOLF
by:                                         )



SIGNED for and on behalf of                 )
GLOBAL TELESYSTEMS (DENMARK) A/S            )        GRIER RACLIN
by:                                         )



SIGNED for and on behalf of                 )
GTS TRANSATLANIC LIMITED                    )        MAURICE WOOLF
by:                                         )



SIGNED for and on behalf of                 )
EBONE BROADBAND SERVICES LIMITED            )        MAURICE WOOLF
by:                                         )



SIGNED for and on behalf of                 )
GTS NETWORK (IRELAND) LIMITED               )        MAURICE WOOLF
by:                                         )

<PAGE>   135


SIGNED for and on behalf of                 )
GTS NETWORK SERVICES (BELGIUM) B.V.B.A      )        MAURICE WOOLF
by:                                         )